TORONTO, Dec. 5, 2023
/CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the
"Company"), a leading global learning technology company, today
announced that the Toronto Stock Exchange (the "TSX") has accepted
the Company's notice to launch a Normal Course Issuer Bid (the
"Bid").
Under the Bid, the Company may repurchase on the open market, at
its discretion during the period commencing on December 8, 2023 and ending on the earlier of
December 7, 2024 and the completion
of purchases under the Bid, up to 1,299,633 subordinate voting
shares, representing approximately 10.0% of the "public float"
(within the meaning of the rules of the TSX), subject to the normal
terms and limitations of such bids. Under the TSX rules, the
average daily trading volume of the subordinate voting shares on
the TSX during the six months ended November
30, 2023 was approximately 7,835 and, accordingly, daily
purchases on the TSX pursuant to the Bid will be limited to 1,958
subordinate voting shares, other than purchases made pursuant to
the block purchase exception. The actual number of subordinate
voting shares which may be purchased pursuant to the Bid and the
timing of any such purchases will be determined by the management
of the Company, subject to applicable law and the rules of the
TSX.
Purchases are expected to be made through the facilities of TSX
and/or alternative Canadian trading systems, or by such other means
as may be permitted by the Ontario Securities Commission or other
applicable Canadian Securities Administrators, at prevailing market
prices, including through one or more automatic share purchase
plans. The Bid will be funded using existing cash resources and
cash generated from current and ongoing operations, and any
subordinate voting shares repurchased by the Company under the Bid
will be cancelled.
As of November 30, 2023, the
Company had 26,355,746 issued and outstanding subordinate voting
shares and a "public float" (within the meaning of the rules of the
TSX) of 12,996,331 subordinate voting shares.
The board of directors of the Company (the "Board") believes
that, from time to time, the market price of the subordinate voting
shares may not fully reflect the underlying value of the Company's
business. As a result, depending upon future price movements and
other factors, the Board believes that the purchase of its
subordinate voting shares under the Bid would be a desirable use of
corporate funds in the best interests of the Company. Furthermore,
any purchases would be expected to benefit all persons who continue
to hold subordinate voting shares by increasing their proportionate
equity interest in the Company as such repurchased subordinate
voting shares are cancelled.
About D2L Inc. (TSX: DTOL)
D2L is transforming the way
the world learns—helping learners of all ages achieve more than
they dreamed possible. Working closely with customers all over the
world, D2L is supporting millions of people learning online and in
person. Our global workforce is dedicated to making the best
learning products to leave the world better than they found it.
Learn more at www.D2L.com.
Forward-Looking Information
This press release
includes statements containing "forward-looking information" within
the meaning of applicable securities laws. In some cases,
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects", "budget",
"scheduled", "estimates", "outlook", "target", "forecasts",
"projection", "potential", "prospects", "strategy", "intends",
"anticipates", "seek", "believes", "opportunity", "guidance",
"aim", "goal" or variations of such words and phrases or statements
that certain future conditions, actions, events or results "may",
"could", "would", "should", "might", "will", "can", or negative
versions thereof, "be taken", "occur", "continue" or "be achieved",
and other similar expressions. Statements containing
forward-looking information are not historical facts, but instead
represent management's expectations, estimates and projections
regarding future events or circumstances.
This forward-looking information includes statements with
respect to the anticipated benefits of the Bid and the number of
Shares that may be purchased under the Bid.
Forward-looking information is based on certain assumptions,
expectations and projections, and analyses made by the Company in
light of management's experience and perception of historical
trends, current conditions and expected future developments and
other factors it believes are appropriate, including the following:
the availability of funds for repurchases of outstanding
subordinate voting shares under the Bid; the Company's ability to
win business from new customers and expand business from existing
customers; the timing of new customer wins and expansion decisions
by existing customers; the Company's ability to generate revenue
and expand its business while controlling costs and expenses; the
Company's ability to manage growth effectively; the Company's
ability to hire and retain personnel effectively; the effects of
foreign currency exchange rate fluctuations on our operations; the
ability to seek out, enter into and successfully integrate
acquisitions; business and industry trends, including the success
of current and future product development initiatives; positive
social development and attitudes toward the pursuit of higher
education; the Company's ability to maintain positive relationships
with its customer base and strategic partners; the Company's
ability to adapt and develop solutions that keep pace with
continuing changes in technology, education and customer needs; the
ability to patent new technologies and protect intellectual
property rights; the Company's ability to comply with security,
cybersecurity and accessibility laws, regulations and standards;
the assumptions underlying the judgments and estimates impacting on
financial statements; and the Company's ability to retain key
personnel; and that the list of factors referenced in the following
paragraph, collectively, do not have a material impact on the
Company.
Although the Company believes that the assumptions underlying
such forward-looking information were reasonable when made, they
are inherently uncertain and are subject to significant risks and
uncertainties and may prove to be incorrect. The Company cautions
investors that forward-looking information is not a guarantee of
the future and that actual results may differ materially from those
made in or suggested by the forward-looking information contained
in this press release. Whether actual results, performance or
achievements will conform to the Company's expectations and
predictions is subject to a number of known and unknown risks,
uncertainties and other factors, including but not limited to the
risks identified herein, including at "Summary of Factors
Affecting Our Performance" of the Company's Management's
Discussion and Analysis ("MD&A") for the three and nine
months ended October 31, 2023, or in
the "Risk Factors" section of the Company's most recently
filed Annual Information Form, as well as risks associated with
using funds to repurchase subordinate voting shares under the Bid
or the risk of a determination not to repurchase subordinate voting
shares under the Bid. If any of these risks or uncertainties
materialize, or if assumptions underlying the forward-looking
information prove incorrect, actual results might vary materially
from those anticipated in the forward-looking information.
Given these risks and uncertainties, investors are cautioned not
to place undue reliance on forward-looking information, including
any financial outlook. Any forward-looking information that is
contained in this press release speaks only as of the date of such
statement, and the Company undertakes no obligation to update any
forward-looking information or to publicly announce the results of
any revisions to any of those statements to reflect future events
or developments, except as required by applicable securities laws.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless specifically expressed as such, and should only
be viewed as historical data.
SOURCE D2L Inc.