Vancouver, Canada: August 17, 2015– Absolute® Software Corporation (TSX:ABT), the industry standard for persistent endpoint security and data risk management solutions for computers, laptops, tablets and smartphones, today announced that its Board of Directors has authorized a Substantial Issuer Bid (“the Offer”) pursuant to which the Company will offer to purchase for cancellation up to CDN$50 million of its common shares (the “Shares”). The Offer is expected to commence on or about August 25, 2015.
The Company’s Board of Directors believes that repurchasing the Shares represents an advisable use of Absolute’s financial resources and is in the best interest of the Company’s shareholders. The Company and the Board of Directors believe that the recent trading price of the Shares is not fully reflective of the value of the Company, its market opportunity, or its long-term growth prospects. Absolute’s management and its Board of Directors have agreed not to tender any Shares to the Offer.
The Offer will be conducted through a “modified Dutch auction” within a price range of not less than CDN$7.75 per Share and not more than CDN$9.00 per Share in increments of CDN$0.25 per Share within that range. The Offer will not be conditional based on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for a transaction of this nature. The Offer will expire on or about 5:00 p.m. Eastern Time on October 5, 2015, unless terminated or extended by Absolute. All shares purchased by the Company in the Offer will be purchased at the same price. Absolute will fund the purchase of the Shares under the Offer with cash on hand. As at August 14, 2015, there were 44,349,955 common shares outstanding of Absolute.
The Company has suspended its current normal course issuer bid and no subsequent purchases will be completed under such normal course issuer bid until the Offer is complete.
Absolute will mail the formal Offer to Purchase, Issuer Bid Circular and other related documents (the “Offer Documents”) that will include the terms and conditions of the Offer, instructions for tendering Shares and the factors considered by Absolute’s Board of Directors in making its decision to approve the Offer. The Company will also file the Offer Documents with Canadian securities regulatory authorities and they will be made available on SEDAR at www.sedar.com.
TD Securities has been retained by Absolute to act as dealer manager in connection with the Offer. Any questions or requests for information may be directed to CST Trust Company as the depository for the Offer at 1-800-387-0825 or 416-682-3860.
Absolute’s Board of Directors has authorized the making of the Offer. None of the Company, its Board of Directors, the dealer managers or the depository makes any recommendations to any Absolute shareholders as to whether to tender or refrain from tendering their Shares under the Offer, or as to the purchase price(s) at which such shareholders may tender shares under the Offer. Shareholders are strongly encouraged to review the Offer Documents carefully and to consult with their financial and tax advisors prior to making any decisions with regards to the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by Absolute will be made pursuant to an offer to purchase, issuer bid circular and related materials that Absolute will file with the Canadian securities regulatory authorities and that Absolute will distribute to its shareholders, copies of which will be available on SEDAR at www.sedar.com. These documents will contain important information about the Substantial Issuer Bid and shareholders of Absolute are urged to read them carefully when they become available.