ONEX Onex Corporation

Onex Corporation (the “Company”) (TSX: ONEX) announces today that its board of directors has authorized the initiation of a substantial issuer bid (the “Offer”) pursuant to which the Company will offer to repurchase for cancellation up to $400,000,000 of its subordinate voting shares (the “Subordinate Voting Shares”). All amounts are in Canadian dollars.

The Offer will commence today and will expire on December 13, 2024 at 11:59 p.m. (EST), unless withdrawn, extended or varied, and the Company anticipates announcing the results of the Offer after the close of markets on December 16, 2024.

The Offer is for up to approximately 5.2% of the Company’s total number of issued and outstanding Subordinate Voting Shares (based on a purchase price equal to the minimum purchase price per Subordinate Voting Share and 73,968,434 Subordinate Voting Shares issued and outstanding as at the close of business on November 7, 2024).

The Offer will proceed by way of a “modified Dutch auction” procedure that includes the ability for shareholders to participate via a proportionate tender. The modified Dutch auction procedure will have a tender price range from $105.00 per Subordinate Voting Share to $112.00 per Subordinate Voting Share. Holders of Subordinate Voting Shares wishing to tender to the Offer may do so pursuant to: (i) auction tenders in which the tendering shareholders specify the number of Subordinate Voting Shares being tendered at a specified price of not less than $105.00 per Subordinate Voting Share and not more than $112.00 per Subordinate Voting Share in increments of $0.25 per Subordinate Voting Share; (ii) purchase price tenders in which they will not specify a price per Subordinate Voting Share, but will rather agree to have a specified number of Subordinate Voting Shares purchased at the Purchase Price, as defined below; or (iii) proportionate tenders in which they will agree to sell, at the Purchase Price, a number of Subordinate Voting Shares that will result in them maintaining their proportionate Subordinate Voting Share ownership in the Company following completion of the Offer. Shareholders who validly tender Subordinate Voting Shares without specifying the method in which they are tendering their Subordinate Voting Shares, or who make an invalid proportionate tender, including by tendering an insufficient number of Subordinate Voting Shares, will be deemed to have made a purchase price tender. For purposes of determining the Purchase Price, shareholders who make, or who are deemed to have made, a purchase price tender will be deemed to have tendered their Subordinate Voting Shares at the minimum price of $105.00 per Subordinate Voting Share.

The purchase price to be paid by the Company for each validly deposited Subordinate Voting Share taken up by the Company (the “Purchase Price”) will be the lowest price (which will not be less than $105.00 per Subordinate Voting Share and not more than $112.00 per Subordinate Voting Share) that enables the Company to purchase Subordinate Voting Shares up to the maximum amount available for auction tenders and purchase price tenders, determined in accordance with the terms of the Offer. Subordinate Voting Shares deposited at or below the Purchase Price as finally determined by the Company will be purchased at such Purchase Price. Subordinate Voting Shares that will not be taken up in connection with the Offer, including Subordinate Voting Shares deposited pursuant to auction tenders at prices above the Purchase Price, will be returned to the shareholders.

If the aggregate purchase price for Subordinate Voting Shares validly tendered pursuant to auction tenders and purchase price tenders is greater than the amount available for auction tenders and purchase price tenders (after taking into consideration the proportionate tenders), the Company will purchase Subordinate Voting Shares from the shareholders who made purchase price tenders or tendered at or below the Purchase Price as finally determined by the Company on a pro rata basis, except that “odd lot” holders (shareholders who own fewer than 100 Shares) will not be subject to proration.

The Offer is not conditional upon any minimum number of Subordinate Voting Shares being tendered. The Offer is, however, subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Subordinate Voting Shares, certain events occur.

Mr. Gerald W. Schwartz, the Founder and Chairman of Onex, who beneficially owns, controls or directs as at the date of hereof, directly or indirectly, 8,364,140 Subordinate Voting Shares representing approximately 11.308% of the issued and outstanding Subordinate Voting Shares of the Company, has indicated an intention to participate in the Offer by making a proportionate tender in order to maintain his proportionate ownership interest in the Company.

Except as described above, to the knowledge of the Company, after reasonable inquiry, no director or officer of the Company has indicated an intention to deposit any of such person’s or company’s Subordinate Voting Shares pursuant to the Offer.

The board of directors of the Company has obtained a liquidity opinion from RBC Dominion Securities Inc., a member company of RBC Capital Markets (“RBC Capital Markets”), to the effect that, based on and subject to the qualifications, assumptions and limitations stated in such opinion, a liquid market exists for the Subordinate Voting Shares as of the date hereof, and that it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for the holders of Subordinate Voting 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 opinion of RBC Capital Markets is included in the Offer Documents (as defined below).

The Company has also engaged RBC Capital Markets 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.

During the 12 months ended November 7, 2024, the closing prices of the Subordinate Voting Shares on the Toronto Stock Exchange (the “TSX”) have ranged from a low of $77.72 to a high of $108.75. The closing price of the Subordinate Voting Shares on the TSX on November 7, 2024 (the last full trading day before the Company announced its intention to make the Offer) was $108.75.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Details of the Offer, including instructions for tendering Subordinate Voting Shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”). The Offer Documents have been mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at www.sedarplus.ca, and will also be posted on the Company's website at www.onex.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

ABOUT ONEX

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $50 billion in assets under management, of which $8.5 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

FOR FURTHER INFORMATION:

Jill Homenuk Managing Director – Shareholder Relations and Communications Tel: +1 416.362.7711

Zev Korman Vice President, Shareholder Relations and Communications Tel: +1 416.362.7711