MONTREAL, April 01, 2025 (GLOBE NEWSWIRE) -- Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) confirmed today that its new normal course issuer bid (the “NCIB”) will commence on April 3, 2025. The Toronto Stock Exchange (the “TSX”) has approved purchases of, from April 3, 2025 to April 2, 2026, up to 600,000 of its Class A shares (multiple voting) (“Class A shares”), representing approximately 4.86% of the 12,349,278 Class A shares issued and outstanding as of March 23, 2025, and up to 4,300,000 of its Class B shares (subordinate voting) (“Class B subordinate voting shares”), representing approximately 5% of the 86,045,894 Class B subordinate voting shares issued and outstanding as of March 23, 2025 (such number being net of 1,622,807 Class B subordinate voting shares held in the Trust Account (as defined hereinafter) as of February 28, 2025).
Class A shares and Class B subordinate voting shares purchased under the NCIB will either be (a) cancelled to mitigate the dilutive effect of granting stock options under the Corporation’s stock option plan, which are settled with shares issued from treasury, (b) made for the account, and on behalf, of Computershare Trust Company of Canada, as trustee for an employee benefit plans trust account (the “Trust Account”), and used to settle the Corporation’s obligations under its employee share-based incentive plans, including its performance share unit plan and its restricted share unit plan (together with (a), “Stock Option and Incentive Plans Grants Management”), or (c) cancelled in order to manage the Corporation’s capital position while generating value for its shareholders.
The NCIB will be conducted through the facilities of the TSX or alternative Canadian trading systems, or by exempt offers, private agreements or block purchases. Purchases made on the open market through the facilities of the TSX and alternative Canadian trading systems will be at the prevailing market price at the time of acquisition (plus any brokerage fees). In the event Class A shares or Class B subordinate voting shares are purchased by exempt offers, block purchases or private agreements, the purchase price of such shares may be, and will be in the case of purchases by private agreement, at a discount to the market price of such shares at the time of acquisition, all as may be permitted by the securities regulatory authorities.
The average daily trading volume of the Class A shares and Class B subordinate voting shares on the TSX for the six-month period ended February 28, 2025 was 14,210 Class A shares and 479,307 Class B subordinate voting shares. Under TSX rules, a maximum daily purchase of 25% of this average may be made under the NCIB, representing 3,552 Class A shares and 119,826 Class B subordinate voting shares. In excess of such daily purchase limits, it is also permitted to purchase, once a week, a block of Class A shares and/or a block of Class B subordinate voting shares not owned by an insider, which may exceed such daily limit, in accordance with the TSX requirements.
Transactions under the NCIB will depend on future market conditions. Bombardier retains discretion as to whether purchases should be made under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements.
Bombardier will be entering into an automatic share purchase plan in connection with its NCIB that contains parameters regarding how its Class A shares and Class B subordinate voting shares may be purchased during times when it would ordinarily not be permitted to purchase such shares due to regulatory restrictions or self-imposed blackout periods. The automatic share purchase plan has been pre-cleared by the TSX and will be implemented effective as of April 3, 2025.
Bombardier believes that purchases of Class A shares and Class B subordinate voting shares under the NCIB from time to time at the prevailing market price is an effective strategy for the purpose of Stock Option and Incentive Plans Grants Management and, where deemed advisable, to provide flexibility to manage the Corporation's capital position while generating value for shareholders. Decisions on timing of purchases under the NCIB, and whether to purchase Class A shares versus Class B subordinate voting shares, will depend upon a number of factors and considerations, including changes in the market price of the two classes of shares.
In the past 12 months, 608,907 Class B subordinate voting shares were purchased by way of a normal course issuer bid that commenced on April 3, 2024 and will end April 2, 2025 (the “2024 NCIB”). Bombardier had sought and obtained the TSX’s approval for purchases of up to 1,750,000 Class B subordinate voting shares under the 2024 NCIB. Class A shares were not included in the 2024 NCIB. All purchases under the 2024 NCIB were made through the facilities of the TSX or alternative Canadian trading systems at the prevailing market price at the time of acquisition (plus any brokerage fees). The weighted average price paid per Class B Share under the 2024 NCIB was $94.63 (excluding brokerage fees). All shares purchased under the 2024 NCIB were used for the purpose of Stock Option and Incentive Plans Grants Management.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking statements based on current expectations, which may involve, but are not limited to: Bombardier’s intentions regarding the NCIB; the TSX’s approval of the NCIB; the cancellation of Class A shares or Class B subordinate voting shares; the use of Class A shares or Class B subordinate voting shares deposited in the Trust Account; and Bombardier’s belief that purchases of Class A shares and Class B subordinate voting shares from time to time at the prevailing market price is an effective strategy for the purpose of Stock Option and Incentive Plans Grants Management and to provide flexibility to manage the Corporation's capital position while generating value for shareholders.
By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. Please refer to the “Forward-Looking Statements” disclaimer contained in Bombardier’s most recent published financial report for additional details.
About Bombardier
At Bombardier (BBD-B.TO), we design, build, modify and maintain the world’s best-performing aircraft for the world’s most discerning people and businesses, governments and militaries. That means not simply exceeding standards but understanding customers well enough to anticipate their unspoken needs.
For them, we are committed to pioneering the future of aviation—innovating to make flying more reliable, efficient and sustainable. And we are passionate about delivering unrivaled craftsmanship and care, giving our customers greater confidence and the elevated experience they deserve and expect. Because people who shape the world will always need the most productive and responsible ways to move through it.
Bombardier customers operate a fleet of approximately 5,100 aircraft, supported by a vast network of Bombardier team members worldwide and 10 service facilities across six countries. Bombardier’s performance-leading jets are proudly manufactured in aerostructure, assembly and completion facilities in Canada, the United States and Mexico. In 2024, Bombardier was honoured with the prestigious “Red Dot: Best of the Best” award for Brands and Communication Design.
For Information
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