Prism Medical Ltd (TSXV: PM), a Toronto-based manufacturer of durable medical equipment and related services, has reported on the results of its Dutch auction substantial issuer bid to repurchase up to $35 million worth of the company’s common shares. Shares that will be purchased for cancellation include those held by Canadian private equity firm Yellow Point Equity Partners, representing approximately 99.2 percent of the total shares held by the firm prior to the offer. Yellow Point has backed Prism since 2004. In April, the company announced that it sold its U.K.-based operations to British private equity firm LED for $54.9 million.
Prism Medical Announces Results of Substantial Issuer Bid
TORONTO, ONTARIO–(Marketwired – Sept. 18, 2014) – PRISM MEDICAL LTD. (TSX VENTURE:PM) (“Prism”) today announced the results of its Dutch auction substantial issuer bid to repurchase up to $35 million worth of its common shares (the “Offer”), which expired at 5:00 pm (EST) on September 17, 2014. These are preliminary results based on the report of Equity Financial Trust Company, the depositary for the Offer, and on the assumption that all deliveries of common shares will be duly completed.
Prism will accept for purchase and cancellation 4,320,987 of its common shares in the capital of Prism at a purchase price of $8.10 per common share, for a total cost of approximately $35 million in accordance with the terms of the Offer. These shares represent approximately 48% of the common shares outstanding as of September 17, 2014. After the repurchase, approximately 4.7 million common shares will remain outstanding.
A total of 5,346,979 common shares were tendered to the Offer. 4,341,379 common shares were tendered at prices at or below the purchase price of $8.10 per common share. In accordance with the terms of the Offer, the common shares will be taken up on a pro rata basis such that shareholders who deposited common shares at or below the purchase price of $8.10 per common share, will have approximately 99.5% of the common shares they tendered purchased for cancellation.
The common shares that will be purchased for cancellation pursuant to the Offer include 1,832,457 common shares held by Yellow Point Equity Partners Limited Partnership (“Yellow Point”), representing approximately 99.2% of the total common shares held by Yellow Point prior to the Offer.
Payment to holders of common shares tendered and accepted for purchase will be made by the depositary as soon as possible after September 23, 2014. Common shares tendered at a price above $8.10 per share will not be purchased. The common shares not purchased, including due to proration and shares invalidly deposited, will be returned as promptly as possible.
Assuming the final results of the Offer do not differ from the preliminary results described above, Prism does not intend to issue a subsequent press release on the results of the Offer. The number of common shares noted above will also be subject to minor adjustments due to rounding of fractional share entitlements resulting from proration.
About Prism Medical Ltd.
Prism Medical Ltd. is one of the largest providers and manufacturers of durable medical equipment and related services to the mobility challenged in North America with more than 110,000 installations and 200,000 product solutions sold. Prism Medical’s products are marketed under the brand names of Prism Medical, ErgoSafe, Waverly Glen and Nightingale throughout North America.
For further information, please refer to www.prismmedicalltd.com.
Certain statements in this release may constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors, including, but not limited to, potential changes to the tender results of the Offer and the fulfillment of delivery requirements by shareholders who deposited common shares pursuant to a notice of guaranteed delivery, which may cause actual results, performance or achievements of Prism to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Prism Medical Ltd.
Chairman and Chief Executive Officer
905-850-9003 ext. 235
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