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HALIFAX, NS, April 7, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") today announced its intention to commence a substantial issuer bid (the "Offer") pursuant to which the Company will offer to purchase up to $25 million in value of its Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Shares") from holders of Shares (the "Shareholders") at a cash purchase price of not less than $17.50 and not more than $21.00 per Share (CUSIP No. 17040T888).
The Company expects to commence the Offer on or about April 14, 2025. Assuming such commencement date, the Offer is expected to expire at 5:00 p.m. (Toronto time) on May 20, 2025, or such later time and date to which the Offer may be extended by Chorus (such time on such date, the "Expiration Date").
The Offer will proceed by way of a "modified Dutch auction" that allows Shareholders wishing to tender to the Offer to individually select the price, within the specified range (and specified increments), at which they are willing to sell their Shares. Shareholders wishing to tender to the Offer may do so pursuant to: (a) auction tenders in which the tendering Shareholders specify the number of Shares being tendered at a price of not less than $17.50 and not more than $21.00 per Share in increments of $0.05 per Share (the "Auction Tenders"); or (b) purchase price tenders in which the tendering Shareholders do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the purchase price to be determined by the Auction Tenders (the "Purchase Price Tenders").
Promptly following the Expiration Date, the Company will select the lowest purchase price that will enable the Company to purchase the maximum number of Shares validly deposited to the Offer, and not withdrawn, having an aggregate purchase price not exceeding $25 million, taking into account the number of Shares deposited pursuant to Auction Tenders and Purchase Price Tenders and the prices specified by Shareholders depositing Shares pursuant to Auction Tenders. If Shares with an aggregate purchase price of more than $25 million are properly tendered and not properly withdrawn, the Company will purchase the Shares on a pro rata basis except that "odd lot" tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration.
The Offer will not be conditioned upon any minimum number of Shares being properly deposited under the Offer. The Offer will, however, be subject to other conditions, and the Company reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer if, at any time prior to the payment of the purchase price of any Shares, certain events occur as will be described in the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents").
Chorus' board of directors (the "Board") believes that the Offer is an advisable use of the Company's financial resources given its available cash resources, its ongoing cash requirements and access to capital markets, as well as the fact that the Company believes the recent trading price of its Shares is not fully reflective of the value of the Company's business and future prospects. After giving effect to the Offer, Chorus believes that it will continue to have sufficient financial resources and working capital to conduct its ongoing business and operations and the Offer is not expected to preclude the Company from pursuing its foreseeable business opportunities or the future growth of the Company's business.
Details of the Offer, including instructions for tendering Shares to the Offer and the factors considered by the Board in making its decision to approve the Offer, will be included in the Offer Documents. The Offer is expected to commence and the Offer Documents are expected to be mailed to Shareholders and filed with applicable Canadian Securities Administrators on or about April 14, 2025 on SEDAR+ at www.sedarplus.ca and will also be posted on Chorus' website at www.chorusaviation.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.
The Board has concluded that the Company can rely on the "liquid market exemption" specified in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") from the requirement to obtain a formal valuation that would otherwise be applicable to the Offer. While not required under applicable securities laws, the Board has voluntarily obtained a liquidity opinion (the "Liquidity Opinion") from Scotia Capital Inc. ("Scotiabank"), to the effect that, as of April 4, 2025, based on and subject to the qualifications, assumptions and limitations stated in the liquidity opinion: (a) a liquid market (as defined in MI 61-101) for the Shares exists; and (b) it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for holders of Shares who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. A copy of the Liquidity Opinion of Scotiabank will be included in the Offer Documents.
Chorus has also engaged Scotiabank to act as financial advisor and dealer manager for the Offer. The Company has engaged TSX Trust Company to act as the depositary for the Offer (the "Depositary").
The Board has approved the Offer. However, none of Chorus, its Board, Scotiabank, in its capacity as the dealer manager or provider of the Liquidity Opinion, or the Depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Shares under the Offer, and, if so, how many Shares to deposit and at what price(s). Shareholders should carefully consider the income tax consequences to them of having Shares purchased under the Offer.
In connection with today's announcement, the automatic share purchase plan that Chorus had previously entered into with its designated broker in connection with its normal course issuer bid ("NCIB") for Shares was automatically terminated in accordance with its terms. Chorus will therefore suspend further purchases pursuant to its existing NCIB until after the Expiration Date or earlier termination of the Offer.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents.
About Chorus Aviation Inc.
Chorus is a holding company which owns the following principal operating subsidiaries: Jazz Aviation, the largest regional operator in Canada and provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a leading provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; and Cygnet Aviation Academy, an industry leading accredited training academy preparing pilots for direct entry into airlines. Together, Chorus' subsidiaries provide services that encompass every stage of an aircraft's lifecycle, including: contract flying, aircraft refurbishment, engineering, modification, repurposing and transition; aircraft and component maintenance, disassembly, and parts provisioning; aircraft acquisition and leasing; and pilot training.
Chorus Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol 'CHR'. Chorus' 6.00% Convertible Senior Unsecured Debentures due June 30, 2026 and 5.75% Senior Unsecured Debentures due June 30, 2027 trade on the Toronto Stock Exchange under the trading symbols 'CHR.DB.B' and 'CHR.DB.C' respectively. For further information on Chorus, please visit www.chorusaviation.com.
Forward-Looking Information
This news release contains forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Examples of forward-looking information in this news release include statements and expectations regarding the Offer. Forward-looking information involves significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the timing, completion and announcement of the results of the Offer, the Company's intentions and expectations with respect to the Offer, the terms and conditions of the Offer, the number and aggregate dollar amount of Shares to be purchased for cancellation under the Offer, the anticipated effects and benefits of the Offer, and Chorus' belief that the Offer is a prudent use of the Company's financial resources. Actual results could differ materially from those described in forward-looking information due to known or unknown risks, including, but not limited to, the failure of any condition to the Offer; Chorus' inability to finance the Offer in the manner it intends; the extent to which Shareholders elect to tender their Shares under the Offer; Chorus' having sufficient financial resources and working capital following completion of the Offer (including to fund its currently anticipated financial obligations and pursue desirable business opportunities); the Offer being completed later than the second quarter of 2025 and the risk factors described in Chorus' public disclosure record available under Chorus' profile on SEDAR+ at www.sedarplus.ca and many other factors beyond the control of Chorus.
The forward-looking information contained in this news release represents Chorus' expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information as a result of new information, subsequent events or otherwise, except as required by applicable securities laws. Readers are cautioned that the foregoing factors and risks are not exhaustive.
