BRAMPTON, Ontario, June 10, 2025--(BUSINESS WIRE)--DATA Communications Management Corp. (TSX: DCM; OTCQX: DCMDF) ("DCM" or the "Company"), a leading Canadian provider of print and digital solutions that help simplify complex marketing communications and workflow, announced today that the Toronto Stock Exchange (the "TSX") has accepted a notice filed by the Company of its intention to make a normal course issuer bid (the "NCIB") with respect to its outstanding common shares (the "Common Shares").
The notice provides that the Company may, during the 12 month period commencing June 12, 2025 and ending no later than June 11, 2026, purchase, through the facilities of the TSX, up to 4,220,210 Common Shares, being approximately 10% of the "public float" (as such term is defined in the policies of the TSX) of such Common Shares as at May 31, 2025.
The daily average trading volume of the Common Shares for the six calendar months ended May 31, 2025 (the "ADTV"), calculated in accordance with the rules of the TSX for purposes of the NCIB, was 47,421 Common Shares. Daily purchases will be limited to 25% of the ADTV, or up to 11,855 Common Shares, other than block purchase exemptions in accordance with TSX rules.
During the period of the NCIB, purchases will be made on the open market by the Company through facilities of the TSX and any other exchange or alternative trading system in Canada in accordance with the rules and policies of the TSX. The actual number of Common Shares which may be purchased pursuant to the NCIB and the timing of any such purchases will be determined by senior management of the Company. The Company has appointed Clarus Securities Inc. as its broker to conduct the NCIB transactions.
The price that the Company will pay for any such Common Shares will be the market price of such Common Shares on the TSX at the time of acquisition. Common Shares purchased under the bid will be cancelled. As at May 31, 2025, 55,308,951 Common Shares were outstanding.
Prior to commencing purchases under the NCIB, DCM also intends to establish an automatic share purchase plan under which its designated broker will purchase Common Shares within a defined set of criteria.
The Company believes that the market price of Common Shares is such that their purchase from time to time would be an appropriate use of corporate funds in light of potential benefits to remaining shareholders.
In addition to purchases under the NCIB, the Company may from time to time make other purchases of the Common Shares in accordance with applicable securities laws and rules of the TSX.
About DATA Communications Management Corp.
DCM is a leading Canadian tech-enabled provider of print and digital solutions that help simplify complex marketing communications and operations workflow. DCM serves over 2,500 clients including 70 of the 100 largest Canadian corporations and leading government agencies. Our core strength lies in delivering individualized services to our clients that simplify their communications, including customized printing, highly personalized marketing communications, campaign management, digital signage, and digital asset management. From omnichannel marketing campaigns to large-scale print and digital workflows, our goal is to make complex tasks surprisingly simple, allowing our clients to focus on what they do best.
Additional information relating to DATA Communications Management Corp. is available on www.datacm.com, and in the disclosure documents filed by DATA Communications Management Corp. on SEDAR+ at www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of DCM, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. When used in this press release, words such as "may," "would," "could," "will," "expect," "anticipate," "estimate," "believe," "intend," "plan," and other similar expressions are intended to identify forward-looking statements. These statements reflect DCM’s current views regarding future events and operating performance, are based on information currently available to DCM, and speak only as of the date of this press release.
These forward-looking statements involve a number of risks, uncertainties, and assumptions. They should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Many factors could cause the actual results, performance, objectives or achievements of DCM to be materially different from any future results, performance, objectives or achievements that may be expressed or implied by such forward-looking statements. We caution readers of this press release not to place undue reliance on our forward-looking statements since a number of factors could cause actual future results, conditions, actions, or events to differ materially from the targets, expectations, estimates or intentions expressed in these forward-looking statements.
The principal factors, assumptions and risks that DCM made or took into account in the preparation of these forward-looking statements and which could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are described in further detail in our most recent annual and interim Management Discussion and Analysis filed on SEDAR+, and include but are not limited to the following: industry conditions are influenced by numerous factors over which the Company has no control, including: declines in print consumption; labour disruptions at suppliers and customers, including Canada Post; the impact of tariffs and responses thereto (including by governments, trade partners and customers), which may include, without limitation, retaliatory tariffs, export taxes, restrictions on exports to the U.S. or other measures, increases in the cost of our input costs, and the effect of governmental regulations and policies in general; our ability to achieve and meet our revenue, profitability, free cash flow and debt reduction targets for 2025 and in the future; while we have received consents from our lenders for the declaration and payment of the special dividend and regular recurring dividend, including the exclusion of the special dividend from our fixed charge coverage ratios, our financial leverage may increase, and there is no guarantee that we will pay such dividends in the future; our ability to comply with our financial and other covenants under our credit facilities, which may preclude us from paying future dividends if our outlook and future financial liquidity changes; and, our ability to repurchase Common Shares under the NCIB is subject to our compliance with our financial and other covenants under our credit facilities.
Additional factors are discussed elsewhere in this press release and under the headings "Liquidity and capital resources" and "Risks and Uncertainties" in DCM’s Management Discussion and Analysis and in DCM’s other publicly available disclosure documents, as filed by DCM on SEDAR+.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. Unless required by applicable securities law, DCM does not intend and does not assume any obligation to update these forward-looking statements.
