VALCOURT, QC† March 30, 2022 /CNW Telbec/ – BRP Inc. (TSX: DOO) (NASDAQ: DOOO) today announced the terms of the previously announced substantial offer for the issuer (the ” offer under which BRP plans to offer to purchase up to $250 million of its subordinated voting shares for cancellation (the ” actions “). All amounts are shown in Canadian dollars.
The bid will be made by means of an “adapted Dutch auction procedure”. Holders of Shares and Multi-Voting Shares who wish to tender their Shares in the Offer may do so by (i) auctioning a number of Shares at a price of less than $103.00 and not exceeding $123.00 per Share for every $0.25 per Share (an “Auction Quote”); or (ii) a repurchase price offer in which they do not state a price per share, but undertake to repurchase a specified number of shares at the repurchase price determined in connection with the tenders. Shareholders who validly deposit Shares or Vote Shares without specifying how they intend to deposit such Shares will be deemed to have made a Redemption Price Offer. The Offer does not offer Shareholders the opportunity to tender their Shares through Proportional Offers. All shares repurchased by the Company pursuant to the offer will be cancelled.
The redemption price to be paid by BRP for each validly tendered share will be determined at the expiration of the offer on the basis of the number of shares validly tendered pursuant to the tenders and redemption price offers and the prices indicated by shareholders making auction deposits. Accordingly, BRP shareholders tendering their shares will determine the purchase price below the offer. The redemption price is the lowest price (which may not exceed $123.00 per share or less than $103.00 per share) at which BRP may repurchase shares up to the maximum amount available for auction and buy price offers determined in accordance with the terms of the offer. Shares offered at a redemption price equal to or less than the final redemption price determined by BRP will be redeemed at such redemption price. Shares not included in the Offer, including Shares tendered pursuant to Auction Bids at prices above the Purchase Price, will be returned to Shareholders.
If the aggregate redemption price of Shares validly tendered pursuant to the Auction Offers and Purchase Price Offers exceeds the amount available for Auction Offers and Purchase Price Offers, BRP will repurchase Shares from holders of such bids at the redemption price or tender their shares at a purchase price equal to or lower than the final purchase price determined by BRP, on a pro rata basis; however, holders of odd lots (holders of less than 100 shares) will not be subject to the proportional reduction.
BRP expects the Offer to Purchase, Offer to Purchase Circular, Letter from Transmittal, Notice of Guaranteed Delivery and related materials (the ” tender documents “) which include, inter alia, the terms of the offer, the instructions for depositing the shares and the multi-vote shares, and the factors considered by BRP, its special committee and its board of directors in deciding whether to accept the offer. within approximately one week.The Offering Material will be filed with applicable securities regulators in the United States and Canada and will be available free of charge on SEDAR at www.sedar.com and on EDGAR at www.sec.com. Shareholders are urged to carefully read the documents relating to the offer before making a decision on the offer.
The offer is not subject to the payment of a minimum number of shares. However, the offer is subject to different terms and conditions, which are described in the offer documents, and BRP reserves the right, subject to applicable law, to withdraw, renew or amend the offer if certain events occur before payment. of the registered shares.
Holders of Shares with Multi-Voting Rights are entitled to participate in the Offer. Shares with multiple voting rights to be incorporated by BRP will be converted one-to-one into shares immediately prior to the withdrawal. Beaudier Inc. † Beaudier ») and 4338618 Canada Inc. † 4338618 and, along with Beaudier, the “ Beaudier group ”), who collectively own approximately 27.6% of the issued and outstanding shares and multi-vote shares of BRP, have informed the Company of their intention to adopt multi-vote for the purpose of retention, based on their assessment and assuming that the Bid is successfully completed, their proportionate stake in BRP.
The BRP Board of Directors has approved the presentation of the offer and share purchase price, upon recommendation of its special committee. However, BRP, its special committee, its board of directors, the broker-manager or the custodian have not advised shareholders to deposit or avoid their shares under the offer. Shareholders are urged to carefully evaluate the information contained in the Offer, consult their own financial, legal, investment and tax advisers and make their own decisions regarding the offering of the Shares or Shares of multiple voting rights in response to the Offer and , if any, with respect to the number of such Shares and the price of such Shares to be offered.
The offer referred to in this press release has not yet been launched. This press release is for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell shares of BRP. The solicitation and offer to purchase the Shares will be made solely on the basis of the Offer Documents which will be filed with the competent securities authorities of the Canada and the United States. The offer will be optional for all shareholders, who will be free to choose whether or not to participate, to choose the number of shares or multiple voting shares they wish to deposit and, in the case of deposits at auction, to the price range at which they wish to deposit these shares. Shareholders who do not offer Shares (or whose Shares are not being redeemed under the Offer) will see their proportionate ownership in BRP increase as the Shares are redeemed under the Offer.
BRP has engaged RBC Capital Markets to act as financial advisor and dealer manager in connection with the offer and Computershare Investor Services Inc. † Share computer “), as a custodian. Inquiries or inquiries may be directed to Computershare, as custodian of the offering, at 1-800-564-6253 (toll free within North America) or 1-514-982-7555 (outside North America) or RBC Capital Markets, dealing as dealer manager in connection with the offer at 1 855 214-1269 (toll free).
PLEASE NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this press release, including statements about the terms of the offer, the maximum dollar value of shares that BRP may purchase under the offer, the expected time of commencement and completion of the Offer, the price range at which BRP will under the Offer and the Beaudier Group’s intention to participate in the Offer, as well as other statements that are not historical facts, constitute “forward-looking statements” within the meaning of Canadian securities laws. Forward-looking statements can usually be identified by the use of terms such as “expects,” “could,” “should,” “expect,” “plan,” “intend,” “trends,” “indications,” “believe.” ” , “believe”, “estimate”, “forecast”, “forecast”, “projects”, “probable”, “potential” or “possible”, in the future or in the conditional, in the affirmative or negative form, or to the use of their variants or of similar terms. By their nature, forward-looking statements involve risks and uncertainties and are based on many assumptions, both general and specific. BRP cautions the reader that its assumptions may not materialize and that these assumptions, which were considered reasonable at the time they were made, involve a greater degree of ‘uncertainty’ due to current economic conditions. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other matters that could cause the actual results or performance of BRP or the powersports industry or the marine industry to differ materially from its outlook or future results or performance implied by such statements. Further details and descriptions of these and other factors are set out in the Offer and in BRP’s annual information form dated 25 March 2022.
We are a global market leader in motorsport vehicles, propulsion systems and boats; our success is based on 80 years of ingenuity and special attention to our customers. Our advanced and distinctive product line includes snowmobiles Ski-Doo et Lynxwatercraft Sea-Doooff-road and on-road vehicles Can-Amthe boats aluminum craft† Manitou et Quintrexmarine propulsion systems Rotax as well as the engines Rotax for go-karts and recreational aircraft. We complement our product lines with parts, accessories and apparel to fully enhance the riding experience. With annual sales of C$7.6 billion from more than 120 countries, our global workforce is made up of nearly 20,000 resourceful and driven people.
Ski-Doo† Lynx† Sea-Doo† Can-Am† Rotax† aluminum craft† Manitou† Quintrex† stacer† Wildand the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.
SOURCE BRP Inc.
For more information: Media Inquiry: Biliana Necheva, Media Relations, [email protected]† Investor Relations: Philippe Deschênes, Investor Relations, Tel. : 450 532-6462, [email protected]