Absolute (TSX: ABT), the leader in endpoint resilience, today announced that it is proceeding with a renewed normal course issuer bid (the “Bid”) for up to 2,663,275 of its common shares (“Shares”), representing approximately 10% of Absolute’s public float. As of September 24, 2019, there were 41,816,500 Shares outstanding. Absolute has received approval from the Toronto Stock Exchange (the “TSX”) to commence the Bid on October 1, 2019. The Bid will terminate on September 30, 2020, or earlier if the number of Shares sought in the Bid are obtained. Absolute reserves the right to terminate the Bid earlier if it feels it is appropriate to do so.
Absolute’s prior normal course issuer bid expires on September 27, 2019. Under the prior bid, Absolute sought to purchase up to 1,933,375 Shares, and has ultimately purchased no Shares.
Absolute is renewing the Bid because it believes that, from time to time, the market price of the Shares may not fully reflect the underlying value of Absolute’s business and its future business prospects. Any purchases of Shares by Absolute are expected to benefit all remaining shareholders.
All Shares will be purchased on the open market through the facilities of the TSX and other Canadian marketplaces, and payment for the Shares will be in accordance with the TSX’s rules. The price paid for the Shares will be the market price at the time of purchase. Purchasing may be suspended at any time. No purchases will be made other than by means of open market transactions. The maximum number of Shares that may be purchased on a daily basis is 27,956 Shares, representing 25% of the average daily trading volume of 111,826 Shares (for the six calendar months ended September 24, 2019), except where purchases are made in accordance with the “block purchase” exemptions under the TSX’s rules. Any Shares purchased by Absolute will be either returned to treasury for potential use pursuant to equity compensation plans or cancelled.
Absolute has engaged Canaccord Genuity Corp. (the “Broker”) to act as its broker and to administer the Bid under an automatic share purchase plan (the “Plan”). In the event the Plan is suspended during the term of the Bid and any Director, senior officer, or other insider of Absolute intends to sell any Shares during such period, Absolute will suspend purchases under the Bid until such person’s sales are completed. However, sales by such persons through the facilities of the TSX may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose Shares are purchased would be the same as the benefits available to all other shareholders whose Shares are purchased. To the knowledge of Absolute, no Director, senior officer, or other insider of Absolute currently intends to sell any Shares under the Bid.
Absolute empowers more than 12,000 customers worldwide to protect devices, data, applications, and users against theft or attack—both on and off the corporate network. With the industry’s only tamper proof endpoint visibility and control solution, Absolute allows IT organizations to enforce asset management, security hygiene, and data compliance for today’s remote digital workforces. Absolute’s patented Persistence® technology is embedded in the firmware of Dell, HP, Lenovo, and 22 other leading manufacturers’ devices for vendor-agnostic coverage, tamper-proof resilience, and ease of deployment. See how it works at www.absolute.com and follow us on Twitter at @absolutecorp.
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This press release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) which relate to future events or Absolute’s future business, operations, and financial performance and condition. Forward-looking statements normally contain words like “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this press release, include, without limitation, any statements (express or implied) respecting Absolute’s plans and expectations for the Bid. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. The material expectations, assumptions, and other factors used in developing the forward-looking statements set out herein include or relate to the following, without limitation: Absolute will be able to purchase and cancel Shares pursuant to the Bid; Absolute will have adequate cash to conduct the Bid as currently contemplated; market conditions will be conducive to the Bid; the Share price will increase over time; the financial and other benefits of conducting the Bid outweigh other potential uses of Absolute’s resources; the Bid will be advantageous to Absolute’s shareholders; and the Broker will not exceed the permitted daily and aggregate purchase limits.
Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Absolute’s business, as more particularly described in the “Risk and Uncertainties” section of Absolute’s most recently filed Management’s Discussion and Analysis, which is available at www.absolute.com and under Absolute’s profile on www.sedar.com. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond the control of Absolute.
All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof and Absolute undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.