MONTREAL, May 06, 2022 (GLOBE NEWSWIRE) — The Board of Directors of Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) has approved the pursuit of: (a) a consolidation of issued and unissued Class A Shares and Class B (Subordinate Voting) Shares at a 25:1 consolidation ratio (the “Share Consolidation”); and (b) the renewal of Bombardier’s normal course issuer bid for its Class B (Subordinate Voting) shares (the “CBSI”), each of which is subject to the approval of the Toronto Stock Exchange (the “TSX”) and any other regulatory requirements. The Company currently aims to implement the reverse stock split and renew the tender offer in June 2022.
Consolidation of shares
The shareholders of the Company have approved a special resolution at the annual and special meeting of shareholders of the Company held on May 5, 2022, authorizing the Company to amend its restated articles of incorporation in order to effect, at the discretion of the Board directors, the reverse stock split and authorize the Board of Directors to establish the Stock Split ratio, provided that this ratio is between 10 to 1 and 30 to 1. The board of directors has by subsequently approved the completion of the share consolidation on the basis of one (1) post-consolidation share for every twenty-five (25) Class A or pre-consolidation Class B shares (subordinate vote).
Based on the current number of issued and outstanding shares of the Company, the reverse stock split would reduce the number of Class A Shares and Class B (Subordinate Voting) Shares issued and outstanding by 308,734,229 Class A shares and 2,133,526,542 Class B shares (subordinate vote) to approximately 12,349,369 Class A shares and 85,341,061 Class B shares (subordinate vote). After the Share Consolidation, the Class A Shares and the Class B (Subordinate Voting) Shares will continue to be listed on the TSX under the symbols “BBD.A” and “BBD.B”, respectively, although Post-Consolidation Class A Shares and Class B (Subordinate Voting) Shares will be considered a substitute listing with new CUSIP and ISIN numbers.
Proportional adjustments will be made to the exercise or conversion price and/or the number of shares of the Company issuable under any of the convertible securities, stock options, share units, rights and other similar outstanding securities of the Corporation and the number of Class B (subordinate vote) shares reserved for issuance under each of the stock option plans and the share unit plan deferred 2010 of the Company will be reduced proportionally. The maximum number of Class B (subordinate voting) shares that may be purchased under the Company’s issuer bid would also be adjusted proportionately.
No fractional shares will be issued or delivered to registered holders of Class A Shares and/or Class B (Subordinate Voting) Shares in connection with the Share Consolidation. If, following the consolidation of shares, a shareholder is entitled to a fractional share, the number of new Class A and/or Class B (subordinate vote) shares post-consolidation, as the case may be, to which the registered shareholder is entitled, shall be rounded down to the nearest whole number, and all fractional Class A Shares and Class B (Subordinate Voting) Shares to which registered holders would otherwise be entitled following of the share consolidation will be consolidated and sold by the transfer agent and registrar of the Company on the market, the proceeds thereof, net of commissions and brokerage fees, being distributed proportionately to the shareholders registered (without interest) in place of these fractional shares.
Further details on the Share Consolidation are contained in Bombardier’s 2022 Management Proxy Circular available on SEDAR and on Bombardier’s website.
Conditional approval to proceed with the reverse stock split has been received from the TSX; however, the completion of the Share Consolidation is subject to obtaining final approval from the TSX and satisfying all other regulatory requirements. The exact timing of the stock consolidation, as well as additional details and instructions for registered shareholders regarding the stock consolidation, will be communicated by the Company in a press release and other documents to be issued at a later date. .
Renewal of normal course issuer bid
On June 11, 2021, Bombardier announced a normal course issuer bid which commenced on June 15, 2021 and will end on June 14, 2022 (the “2021 NCIB”), pursuant to which it purchased the maximum of 62,000,000 Class B (subordinated voting) shares authorized under the 2021 issuer bid, all of which have been placed in trust with Computershare Trust Company of Canada ( “Computershare Canada”) and have been used, or will be used, to settle the Company’s obligations under its employee equity incentive plans, including its performance share unit plan and its restricted share unit plan.
The Board of Directors has approved the renewal of the OPRA, which will begin on a date after the end of the 2021 OPRA and which will remain in force for one year, to purchase, on a pre-consolidation basis, up to 20,000,000 Class B Shares (Subordinate Voting Shares) (subject to reasonable adjustment by Company management for changes in the price of Class B Shares (Subordinate Voting subordinate) at the time of the NCIB’s application to the TSX for approval), representing approximately 0.94% of its 2,133,526,542 Class B (Subordinate Voting) Shares currently issued and outstanding. All Class B (Subordinate Voting) Shares purchased under the Renewed Offer will either be canceled or placed in trust with Computershare Canada to satisfy future obligations under the Company employees.
Class B (Subordinate Voting) shares purchased under the Renewed Offer will be canceled if purchased to mitigate the dilutive effect of stock option grants under the Stock Option Plan. stock options of the Company, which are settled with Class B shares (subordinate vote). Otherwise, the Class B (Subordinate Vote) shares purchased under the Renewed Offer will be placed in trust with Computershare Canada, which shares will eventually be used to settle the Company’s obligations under certain of its incentive plans. stock basis for employees, including its performance share unit plan and its restricted share unit plan. Of the maximum number of Class B (Subordinate Voting) shares that may be purchased under the issuer bid, we currently expect that approximately 3,333,334 of such shares will be canceled and 16,666,666 of such shares would be placed in trust with Computershare Canada.
The issuer bid will be made through the facilities of the TSX or other trading systems, or by way of exempt bids, private agreements or block purchases. Purchases made on the open market through the facilities of the TSX and other trading systems will be at the prevailing market price at the time of purchase (plus brokerage fees). In the event that the Company purchases Class B (Subordinate Voting) Shares by way of exempt bids, block purchases or by private agreement, the purchase price of the Class B (Subordinate Voting) Shares may be , and will be in the case of purchases by agreement, at a discount to the market price of such Class B (Subordinate Voting) Shares at the time of acquisition, to the extent permitted by applicable regulatory authorities. securities.
The renewal of the issuer bid is subject to obtaining the approval of the TSX and meeting all other regulatory requirements. The exact start time and the final maximum number of Class B (Subordinate Voting) shares that may be purchased under the renewed offer and other relevant details will be announced by the Company in a press release. released at a later date.
Certain statements contained in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the statements. prospective. Please refer to our note on “Forward-Looking Statements” contained in our most recently published financial report.
Bombardier is a global aviation leader, focused on designing, manufacturing and servicing the world’s most exceptional business jets. from Bombardier Challenger and Global The aircraft families are renowned for their advanced innovation, cabin design, performance and reliability. Bombardier has a worldwide fleet of approximately 5,000 aircraft in service with a wide variety of multinational corporations, charter and fractional providers, governments and individuals. Bombardier aircraft are also recognized worldwide for special missions.
Based in Montreal, Quebec, Bombardier operates aerostructure, assembly and completion facilities in Canada, the United States and Mexico. The company’s strong customer support network includes facilities in strategic locations in the United States and Canada, as well as the United Kingdom, Germany, France, Switzerland, Italy, Austria, Emirates United Arab Emirates, Singapore, China and a facility in Australia that will open in 2022.
For corporate news and information, including Bombardier’s environmental, social and governance report, visit bombardier.com. Learn more about Bombardier’s advanced products and customer service network at businessaircraft.bombardier.com. Follow us on Twitter @Bombardier.
Bombardier, Challenger and Global are trademarks of Bombardier Inc. or its subsidiaries.
CONTACT: For information Francis Richer de La Flèche Vice President, Financial Planning and Investor Relations Bombardier +1 514 240 9649 Mark Masluch Senior Director, Communications Bombardier +1 514 855 7167