May 06, 2022
Company news
Bombardier’s Board of Directors Approves Share Consolidation and Renewal of Normal Course Issuer Bid
The Board of Directors of Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) has approved proceeding with: (a) a consolidation of the Corporation’s issued and unissued Class A shares and Class B shares (subordinate voting) at a consolidation ratio of 25-for-1 (the “Share Consolidation”); and (b) the renewal of Bombardier’s normal course issuer bid for its Class B shares (subordinate voting) (the “NCIB”), each of which are subject to receiving final approval of the Toronto Stock Exchange (the “TSX”) and any other regulatory requirements. The Corporation is currently targeting to implement the Share Consolidation and renewed NCIB in June 2022.
Share Consolidation
The Corporation’s shareholders approved a special resolution at the Corporation’s annual and special meeting of shareholders held on May 5, 2022, authorizing the Corporation to amend its Restated Articles of Incorporation to effect, at the discretion of the Board of Directors, the Share Consolidation and to authorize the Board of Directors to establish the ratio for the Share Consolidation, provided that such ratio be between 10-for-1 and 30‐for-1. The Board of Directors subsequently approved proceeding with the Share Consolidation at a ratio of one (1) post-consolidation share for every twenty-five (25) pre-consolidation Class A shares or Class B shares (subordinate voting).
Based on the current number of issued and outstanding shares of the Corporation, the Share Consolidation would reduce the number of issued and outstanding Class A shares and Class B shares (subordinate voting) from 308,734,229 Class A shares and 2,133,526,542 Class B shares (subordinate voting) to approximately 12,349,369 Class A shares and 85,341,061 Class B shares (subordinate voting). Following the Share Consolidation, the Class A shares and Class B shares (subordinate voting) will continue to be listed on the TSX under the symbols “BBD.A” and “BBD.B”, respectively, although the post-consolidation Class A shares and Class B shares (subordinate voting) will be considered a substituted listing with new CUSIP and ISIN numbers.
Proportionate adjustments will be made to the exercise or conversion price and/or the number of shares of the Corporation issuable under any of the Corporation’s outstanding convertible securities, stock options, share units, rights and any other similar securities and the number of Class B shares (subordinate voting) reserved for issuance under each of the Corporation’s Stock Option Plan and 2010 Deferred Share Unit Plan will be reduced proportionately. The maximum number of Class B shares (subordinate voting) purchasable under the Corporation’s NCIB would also be proportionately adjusted.
No fractional shares will be issued or delivered to registered holders of Class A shares and/or Class B shares (subordinate voting) in connection with the Share Consolidation. If, as a result of the Share Consolidation, a shareholder becomes entitled to a fractional share, the number of new post-consolidation Class A shares and/or Class B shares (subordinate voting), as the case may be, to which the registered shareholder is entitled, will be rounded down to the nearest whole number, and any and all fractional Class A shares and Class B shares (subordinate voting) to which registered holders would otherwise be entitled as a result of the Share Consolidation shall be aggregated and sold by the Corporation’s transfer agent and registrar on the market with the proceeds therefrom, net of brokerage commissions and expenses, being proportionately distributed to registered shareholders (without interest) in lieu of such fractional shares.
Further details on the Share Consolidation are contained in Bombardier’s 2022 Management Proxy Circular available on S E DAR and on Bombardier’s website.
Conditional approval to proceed with the Share Consolidation was received from the TSX; however, effecting the Share Consolidation is subject to receiving final approval of the TSX and fulfilling all other regulatory requirements. The exact timing of the Share Consolidation, and additional details and instructions for registered shareholders regarding the Share Consolidation, will be communicated by the Corporation in a press release and other documentation to be issued at a later date.
Renewal of Normal Course Issuer Bid
On June 11, 2021, Bombardier announced a normal course issuer bid that commenced on June 15, 2021 and shall terminate on June 14, 2022 (the “2021 NCIB”), pursuant to which it has purchased the maximum 62,000,000 Class B shares (subordinate voting) allowed under the 2021 NCIB, all of which shares were placed in trust with Computershare Trust Company of Canada (“Computershare Canada”) and were used, or will be used, to settle the Corporation’s obligations under its employee share-based incentive plans, including its performance share unit plan and its restricted share unit plan.
The Board of Directors has approved renewing the NCIB, to commence on a date after the 2021 NCIB terminates and which shall remain in effect for one year, to purchase, on a pre-Share Consolidation basis, up to 20,000,000 Class B shares (subordinate voting) (subject to reasonable adjustment by management of the Corporation to account for changes in the market price of the Class B shares (subordinate voting) at the time of applying to the TSX for approval of the NCIB), representing approximately 0.94% of its 2,133,526,542 Class B shares (subordinate voting) currently issued and outstanding. All Class B shares (subordinate voting) purchased under the renewed NCIB will either be cancelled or placed in trust with Computershare Canada to satisfy future obligations under the Corporation’s employee share-based incentive plans.
Class B shares (subordinate voting) purchased under the renewed NCIB will be cancelled if purchased in order to mitigate the dilutive effect of granting stock options under the Corporation’s stock option plan, which are settled with Class B shares (subordinate voting). Otherwise, Class B shares (subordinate voting) purchased under the renewed NCIB will be placed in trust with Computershare Canada, which shares will eventually be used to settle the Corporation’s obligations under certain of its employee share-based incentive plans, including its performance share unit plan and its restricted share unit plan. Of the maximum number of Class B shares (subordinate voting) that may be purchased under the NCIB, we currently anticipate that approximately 3,333,334 of such shares would be cancelled and 16,666,666 of such shares would be placed in trust with Computershare Canada.
The NCIB will be conducted through the facilities of the TSX or alternative trading systems, or by exempt offers, private agreements or block purchases. Purchases made on the open market through the facilities of the TSX and alternative trading systems will be at the prevailing market price at the time of acquisition (plus any brokerage fees). In the event the Corporation purchases Class B shares (subordinate voting) by exempt offers, block purchases or private agreements, the purchase price of the Class B shares (subordinate voting) may be, and will be in the case of purchases by private agreement, at a discount to the market price of such Class B shares (subordinate voting) at the time of acquisition, all as may be permitted by the securities regulatory authorities.
The renewal of the NCIB is subject to obtaining approval of the TSX and fulfilling all other regulatory requirements. The exact timing of commencing, and the final maximum number of Class B shares (subordinate voting) purchasable under, the renewed NCIB and other relevant details will be communicated by the Corporation in a press release issued at a later date.
FORWARD-LOOKING STATEMENTS
Certain statements 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 forward-looking statements. Please refer to our note on “Forward-Looking Statements” contained in our latest published financial report.
About Bombardier
Bombardier is a global leader in aviation, focused on designing, manufacturing and servicing the world's most exceptional business jets. Bombardier’s Challenger and Global aircraft families are renowned for their cutting-edge 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 ownership providers, governments and private individuals. Bombardier aircraft are also trusted around the world in special-mission roles.
Headquartered in Montréal, Québec, Bombardier operates aerostructure, assembly and completion facilities in Canada, the United States and Mexico. The company’s robust customer support network includes facilities in strategic locations in the United States and Canada, as well as in the United Kingdom, Germany, France, Switzerland, Italy, Austria, the UAE, Singapore, China and an Australian facility opening in 2022.
For corporate news and information, including Bombardier’s Environmental, Social and Governance report, visit bombardier.com. Learn more about Bombardier’s industry-leading 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.
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Francis Richer de La Flèche |
Mark Masluch |