HALIFAX, NS, May 22, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") today announced the final results of its substantial issuer bid (the "Offer") to purchase for cancellation up to $25 million of its Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Shares"). The Offer expired at 5:00 p.m. (Toronto time) on May 20, 2025. All amounts in this press release are in Canadian dollars.
In total, the Company has taken up and paid for 471,319 Shares at a price of $21.00 per Share (the "Purchase Price") for an aggregate purchase price of approximately $9.9 million, excluding fees and expenses relating to the Offer. The Shares purchased for cancellation under the Offer represent approximately 1.78% of the total number of issued and outstanding Shares as of April 11, 2025, the last full trading day prior to the date the Offer was publicly announced. After giving effect to the Offer, 25,992,518 Shares remain outstanding.
Based on the final count by TSX Trust Company, the depositary for the Offer (the "Depositary"), a total of 471,319 Shares were properly tendered to the Offer and not withdrawn at or below the Purchase Price.
The Company has made payment for the purchased Shares tendered and accepted for purchase by tendering the aggregate purchase price to the Depositary in accordance with the Offer and applicable law and payment to the shareholders will be effected by the Depositary. Any Shares invalidly tendered or tendered and not taken up by the Company will be returned to shareholders promptly by the Depositary. To assist shareholders in determining the Canadian tax consequences of the Offer, the Company estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately $15.75. Given that the Purchase Price of $21.00 per Share exceeds the paid-up capital per Share, Shareholders who have sold Shares to the Company under the Offer will be deemed to have received a dividend equal to the excess of the purchase price over the paid-up capital of the Share for Canadian federal income tax purposes as a result of such sale. The dividend deemed to have been paid by the Company to Canadian resident persons is designated as an "eligible dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.
The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) is $19.65. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
The Company's normal course issuer bid for its Shares (the "NCIB") was suspended during the period of the Offer. The Company intends to resume the NCIB and continue purchasing Shares thereunder until the expiry of the NCIB on November 13, 2025 or such earlier date on which Chorus has purchased the maximum number of Shares permitted under the NCIB. Chorus intends to make purchases under the NCIB on an opportunistic basis, taking Share price and other considerations into account. There can be no assurance as to how many Shares, if any, Chorus will acquire under the NCIB.
Forward-Looking Information
This news release contains forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Forward-looking information may be identified by the use of terms and phrases such as "anticipate", "believe", "can", "could", "estimate", "expect", "future", "intend", "make", "may", "plan", "potential", "predict", "project", "will", "would", and similar terms and phrases, including negative versions thereof and other similar expressions. Statements concerning the intended continuation of the NCIB and Share purchases thereunder constitute forward-looking information. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those indicated in the forward-looking information. Actual results could differ materially from those described in forward-looking information due to known or unknown risks, including, but not limited to, the risk factors described in Chorus' public disclosure record available under Chorus' profile on SEDAR+ at www.sedarplus.ca.
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.
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.
