The amendments, the terms of which are set out in a notice of variation (the "Notice of Variation") and Amendment No. 1 to the Company's Tender Offer Statement on Schedule TO (the "Schedule TO-I/A"), each dated
Under the Issuer Bid, the Company has offered to repurchase for cancellation: (i) up to
The Issuer Bid remains otherwise subject to the terms and conditions set forth in DIRTT's Offer and Circular and Schedule TO, each initially dated
The Notice of Variation and Schedule TO-I/A are filed with the applicable securities regulators and available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. The Notice of Variation is expected to be mailed to holders of Debentures ("Debentureholders") in
The expiration date of the Issuer Bid is not being extended. The Issuer Bid will continue to expire at
DIRTT has retained
None of DIRTT, its directors, Computershare, or any of their respective affiliates, makes any recommendation to any Debentureholder as to whether to deposit or refrain from depositing all or any portion of their Debentures under the offer. Debentureholders must make their own decisions as to whether to deposit or refrain from depositing their Debentures, and, if deposited, the amount of their Debentures to deposit. Debentureholders are strongly urged to review and evaluate carefully all information in the Offer and Circular, as amended by the Notice of Variation, and Schedule TO-I/A, as applicable, and in DIRTT’s other filings available on SEDAR+ and EDGAR and to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Debentures to the offer and, if so, what principal amount of Debentures to deposit.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Debentures. The solicitation and the offer to purchase Debentures by the Company will only be made pursuant to the Offer and Circular, Schedule TO, and letter of transmittal, as amended by the Notice of Variation and Schedule TO-I/A, as applicable, and other related documents (collectively, the "Issuer Bid Documents"). The Issuer Bid Documents will be available free of charge at www.sec.gov. The Company’s other public filings with the
ABOUT DIRTT
DIRTT is a leader in industrialized construction. DIRTT’s system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in
FOR FURTHER INFORMATION, PLEASE CONTACT
DIRTT Investor Relations at ir@dirtt.com
FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release are “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release are forward-looking statements. When used in this news release, the words “anticipate,” “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular and without limitation, this news release contains forward-looking information pertaining to the Issuer Bid and the terms thereof; the anticipated mailing date of the Notice of Variation; and the anticipated expiry date of the Issuer Bid.
Forward-looking statements are based on certain estimates, beliefs, expectations, and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate. Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, risks described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended
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