Quarterhill Announces Commencement of $20 Million Substantial Issuer bid
KITCHENER, ON, June 1, 2020 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF) announces that it has formally commenced its previously announced substantial issuer bid, pursuant to which the Company is offering to purchase for cancellation up to $20.0 million of its outstanding common shares (the "Shares") from shareholders for cash (the "Offer"). All dollar amounts are in Canadian dollars, unless otherwise stated.
The Offer is proceeding by way of a modified "Dutch auction", which allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of the Shares that such shareholder owns. Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than $1.95 per Share and not more than $2.15 per Share in increments of $0.05 per Share or (ii) purchase price tenders in which they will not specify a price per Share, but will rather agree to have a specified number of Shares purchased at the purchase price to be determined by the Company. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender.
The Offer will be for up to a maximum of 10,256,410 Shares or approximately 8.63% of Quarterhill's 118,865,333 Shares issued and outstanding based on full participation and a purchase price equal to the minimum purchase price of $1.95 per Share. The Company intends to fund the Offer with cash on its balance sheet. The directors and officers of the Company have advised that they will not tender any of their Shares pursuant to the Offer.
The Offer will expire at 5:00 p.m. (Toronto, Ontario time) on July 7, 2020, unless extended, varied or withdrawn by Quarterhill. The Offer will not be conditional upon any minimum number of Shares being tendered. The Offer will, however, be subject to other conditions and Quarterhill will reserve the right, subject to applicable laws, to withdraw, extend or vary the Offer, at any time prior to the payment of deposited Shares.
The formal offer to purchase and issuer bid circular, together with the related letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering Shares, among other things, are being mailed to shareholders and will be filed on June 1, 2020 with the applicable securities regulators and will be available at the Company's profile on SEDAR at www.sedar.com. Due to potential delivery delays resulting from the current COVID-19 environment, if you have not received your Offer Documents by June 19, 2020, please immediately contact your broker if you are a non-registered shareholder or contact Computershare if you are a registered shareholder.
Upon completion of the Offer, Quarterhill intends to apply to the Toronto Stock Exchange (the "TSX") for a Normal Course Issuer Bid (the "NCIB"), subject to regulatory approval. Further details on the NCIB will be provided in due course.
CIBC World Markets Inc. is the dealer manager for the Offer. Any questions or requests for assistance in tendering Shares to the Offer may be directed to CIBC World Markets Inc. or to Computershare Investor Services Inc., the depositary for the Offer. Contact information can be found in the issuer bid circular.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares are only being made pursuant to the Offer Documents. The Board of Directors of Quarterhill has approved the Offer. However, none of the Company, its Board of Directors, the dealer manager or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering Shares to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and to consult with their financial and tax advisors prior to making any decision with respect to the Offer.
SOURCE Quarterhill Inc.