LONGUEUIL, QC, Nov. 22, 2021 /CNW Telbec/ - Héroux-Devtek Inc. (TSX: HRX) ("Héroux-Devtek" or the "Corporation") today announced that it has entered into a private agreement with 2945-0228 Québec inc. ("2945"), a company controlled by Mr. Gilles Labbé, Executive Chairman of the Board of Héroux-Devtek, for the repurchase for cancellation of 804,000 common shares of Héroux-Devtek at a price of $18.12 per share, for a total consideration of $14,568,480.
The repurchase price represents a discount of 2.00% on the closing price of the Corporation's shares on the Toronto Stock Exchange ("TSX") on November 19, 2021.
A special committee (the "Special Committee") of Héroux-Devtek's board of directors (the "Board"), composed exclusively of independent directors, was established in connection with the share repurchase. After consultation with its external legal advisor Lavery, de Billy, L.L.P. and financial advisor Scotiabank, and after the receipt of an opinion regarding the fairness of the terms of the transaction from Scotiabank, the Special Committee unanimously determined that the share repurchase was in the best interest of the Corporation and recommended that the Board approve the transaction.
Following the recommendation of the Special Committee, the share repurchase was also unanimously approved by the Board. All non-independent directors, including Mr. Gilles Labbé, refrained from voting on matters relating to the transaction.
"This transaction represents a great opportunity to repurchase and cancel a significant block of shares at a discount, therefore generating value for our shareholders", said Louis Morin, Director and Chair of the Special Committee.
The share repurchase transaction is entered into by Mr. Gilles Labbé for estate planning purposes. After its completion, there will be 34,993,294 common shares issued and outstanding, and Mr. Gilles Labbé will continue to own, directly or indirectly, 2,943,457 common shares, representing approximately 8.41% of those issued and outstanding, compared to approximately 10.47% previously.
"I am very proud of our company's track record with clients and shareholders as well as the resilience of our people over the past twenty months, and I have no doubt that the best is yet to come", said Mr. Gilles Labbé. "Our recent contract announcements testify to the industry's trust in Héroux-Devtek, and I remain committed to guiding the Corporation as it continues to play a key role in the aerospace industry, being the third largest landing gear company in the world." Mr. Labbé also indicated that he has no intention of disposing of additional common shares in the near future.
The Autorité des marchés financiers issued an exemption order to the Corporation from the requirements of Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids on November 19, 2021 in connection with the share repurchase.
The share repurchase will be made in connection with Héroux-Devtek's normal course issuer bid announced on May 20, 2021 ("NCIB") and will occur outside the facilities of the TSX. Under the NCIB, the Corporation is authorized to repurchase up to 2,412,279 Common Shares until the earlier of May 24, 2022 or the date on which the Corporation will either have acquired the maximum number of Common Shares allowable under the NCIB or otherwise decided not to make any further purchases for cancellation under it. The TSX approved an amendment to the NCIB whereby the Corporation is allowed to proceed with purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As of November 19, 2021, Héroux-Devtek had repurchased 1,096,761 Common Shares under the NCIB.
Information regarding the share repurchase, including the number of Common Shares purchased and aggregate repurchase price paid, will be available on SEDAR at www.sedar.com following the completion thereof. Héroux–Devtek will not issue any additional press release announcing the completion of this share repurchase.
ABOUT HÉROUX-DEVTEK
Héroux-Devtek Inc. (TSX: HRX) is an international company specializing in the design, development, manufacture, repair and overhaul of aircraft landing gear, hydraulic and electromechanical actuators, custom ball screws and fracture-critical components for the Aerospace market. The Corporation is the third-largest landing gear company worldwide, supplying both the defence and commercial sectors. Approximately 90% of the Corporation's sales are outside of Canada, including about 53% in the United States. The Corporation's head office is located in Longueuil, Québec with facilities in Canada, the United States, the United Kingdom and Spain.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Héroux-Devtek's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. In particular, in this press release, statements regarding the completion of the sales of the Common Shares held by 2945 to the Corporation are forward-looking statements. These statements are based on certain factors and assumptions, which Héroux-Devtek believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. It is impossible for Héroux-Devtek to predict with certainty the impact that the current economic uncertainties may have on future results. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, the Corporation is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.
SOURCE Héroux-Devtek Inc.
View original content: http://www.newswire.ca/en/releases/archive/November2021/22/c9089.html