Calian Technology Announces $5 Million Share Buyback
Kanata, Ontario, October 22, 2001 - The Board of Directors of Calian Technology Ltd. (TSE.CTY)("Calian") today announced that the Corporation will make an offer (the "Offer") to purchase for $5 million in cash up to 2,040,816 of its outstanding common shares (the "Shares"), or approximately 20.9% of its outstanding Shares, at a price per Share of not more than $2.85 and not less than $2.45 (the "Purchase Price") through a Substantial Issuer Bid procedure known as a Dutch Auction. The Offer will expire at 5:00 p.m., Toronto time, on November 30, 2001 unless withdrawn or extended (the "Expiry Time").
Calian reserves the right to withdraw the Offer and not take up and pay for any Shares deposited pursuant to the Offer unless a number of conditions set out in the Offer are satisfied. The Offer is not conditional on a minimum number of Shares being deposited pursuant to the Offer.
The Dutch Auction procedure permits shareholders to tender all or any portion of their Shares to Calian at any price within the range and allows Calian to determine the lowest price within the range at which it can acquire up to 2,040,816 common shares for an amount not to exceed $5 million, taking into account the number of Shares deposited, the prices specified by the shareholders and the limit on the amount to be spent. The same Purchase Price will be paid to all shareholders who properly deposit Shares in accordance with the terms and conditions of the Offer. Full particulars of the Offer, which is subject to regulatory approval, will be contained in an Issuer Bid Circular which will be mailed to shareholders.
The Offer provides that if, prior to expiry, more Shares are properly deposited than can be purchased for $5 million, Calian will purchase at the Purchase Price the Shares so deposited on a pro rata basis. In the event of an over-subscription and in order to avoid the creation of "Odd Lots" as a result of proration, the number of Shares to be purchased by Calian from each depositing shareholder will be rounded up such that Calian will purchase an additional number of Shares from such depositing shareholder equal to: (i) the difference between the number of Shares to be purchased from such depositing shareholder as a result of proration and the next highest whole multiple of 100 Shares properly deposited by such shareholder to the Offer; and (ii) the balance of the Shares properly deposited to the Offer by such shareholder, whichever is less. Multiple tenders by the same shareholder will be aggregated for this purpose. In addition, if, as a result of proration after giving effect to the purchase of Shares by Calian, a depositing shareholder were to hold fewer than 100 Shares, Calian will purchase all such Shares at the purchase price provided such Shares are properly deposited to the Offer.
The Offer also provides that shareholders who wish to deposit their Shares must deposit a duly completed and executed Letter of Transmittal, together with share certificates representing their Shares, with CIBC Mellon Trust Company by mail, hand or courier, at its principal office in Toronto, so as to be received there prior to the Expiry Time. Shareholders who wish to tender their Shares but whose share certificates and other required documents are not readily available should follow the procedure for guaranteed delivery contained in the Offer.
No fees or commissions will be paid for soliciting tenders of Shares pursuant to the Offer.
Calian Technology Ltd. (TSE:CTY) sells systems engineering and staffing/outsourcing services to industry and government.
For further information, please contact:
Chief Financial Officer
Telephone: (613) 599-8600 ext. 217
Certain information included in press releases on this site is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on firm fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company's most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
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