Davis + Henderson Corporation Announces Normal Course Issuer Bid and Automatic Share Purchase Plan
TORONTO, Sept. 10, 2012 /CNW/ – Davis + Henderson Corporation (“D+H“) announced today that the Toronto Stock Exchange (“TSX“) has approved its notice of intention to enter into a normal course issuer bid for its common shares as appropriate opportunities arise from time to time. D+H’s normal course issuer bid will be made in accordance with the policies of the TSX. D+H may purchase its common shares during the period from September 12, 2012 to September 11, 2013.
Pursuant to the notice and subject to the market price of its common shares and other considerations, D+H may acquire, over the next 12 months, up to 1,777,000 common shares, representing approximately 3% of its issued and outstanding common shares as at September 4, 2012. Daily purchases will be limited to 37,491 common shares, other than block purchase exemptions. There are 59,233,373 common shares outstanding as at September 4, 2012. Any purchases will be made at market prices through the facilities of the TSX. Purchases may also be made through the facilities of alternative Canadian trading platforms (such as Alpha, Pure, Omega, TMX Select, Tri-Act, Chi-X) in addition to through the facilities of the TSX. D+H has not made any purchases in the 12 months preceding the date of this notice. Any tendered shares taken up and paid for by D+H will be cancelled.
D+H also announced that that it has entered into an automatic share purchase plan with a broker in order to facilitate repurchases of its common shares under its normal course issuer bid. Under D+H’s automatic share purchase plan, D+H’s broker may repurchase common shares under the normal course issuer bid at any time including without limitation when D+H would ordinarily not be permitted to due to regulatory restrictions or self-imposed blackout periods. Purchases will be made by D+H’s broker based upon the parameters prescribed by the TSX and the terms of the parties’ written agreement. The automatic stock purchase plan has been reviewed by the TSX.
D+H believes that its common shares from time to time, may trade in a price range that does not adequately reflect their underlying value based on the company’s business and strong financial position. As a result, D+H believes that an investment in its outstanding common shares may represent an attractive investment and a desirable use of a portion of its corporate funds. “We believe the addition of this share buyback program to our surplus cash strategy is appropriate at this point in the economic and capital market cycle,” said Brian Kyle, Chief Financial Officer. “While it does not change our bias toward our traditional forms of resource allocation, it does provide us with an extra tool that is widely used by other dividend-paying growth companies to create shareholder value.”
D+H is a leading solutions provider to the North American financial services marketplace, providing innovative technology-based programs, products and business services tailored to our customers’ needs. A deeply rooted tradition of developing and nurturing valued customer relationships and a broad set of integrated solutions position D+H for ongoing growth in our chosen markets. In 2011, D+H rose to 41st on the FinTech 100, a ranking of the top technology providers to the global financial services industry.
Davis + Henderson Corporation is listed on the Toronto Stock Exchange under the symbol DH. Further information can be found in the disclosure documents filed by Davis + Henderson Corporation with the securities regulatory authorities, available at www.sedar.com.
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning D+H’s objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of D+H are forward-looking statements. The words “believe”, “expect”, “anticipate”, “estimate”, “intend”, “may”, “will”, “would” and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: the ability of D+H to meet its revenue, EBITDA, Adjusted EBITDA and Adjusted net income targets; general industry and economic conditions; changes in D+H’s relationship with its customers and suppliers; pricing pressures and other competitive factors; the anticipated effect of acquisitions on the financial performance of D+H; and the expected benefits arising as a result of acquisitions. D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. While D+H considers these factors and assumptions to be reasonable based on information currently available, there can be no assurance that actual results will be consistent with these forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the business, or developments in D+H’s industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.
Risks related to forward-looking statements include, among other things, challenges presented by declines in the use of personal and business cheques; D+H’s dependence on a limited number of large financial institution customers and dependence on their acceptance of new programs; strategic initiatives being undertaken to meet D+H’s financial objective; stability and growth in the real estate, mortgage and lending markets; as well as general market conditions, including economic and interest rate dynamics. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The documents incorporated by reference herein also identify additional factors that could affect the operating results and performance of D+H. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions, and D+H does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, D+H.
SOURCE: Davis + Henderson Corporation