MONTREAL, May 06, 2022 (GLOBE NEWSWIRE) — The Board of Directors of Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) has approved the completion of the following transactions: (a) a combination of class A shares, issued and unissued, and class B shares (limited voting rights), issued and unissued, of the Company at a split ratio of 25 to 1 (the “Share Split” ) and (b) the renewal of a normal course issuer bid for B shares (limited voting rights) (the “OPRCNA”), each of these transactions being subject to obtaining the final approval from the Toronto Stock Exchange (the “TSX”) and compliance with any other regulatory requirements. The Company currently intends to implement the reverse stock split and the renewed OPRCNA in June 2022.
Reverse stock split
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 articles of incorporation in order to carry out, at the discretion of the Board directors, the stock consolidation and to authorize the board of directors to establish the ratio of the stock consolidation, provided that this ratio is between ten to one (10 to 1) and thirty to one (30 for 1). The Board of Directors then gave its agreement to carry out the share consolidation according to a ratio of one (1) post-consolidation share for each tranche of twenty-five (25) class A shares or class B shares (rights limited votes) pre-regrouping.
Given the current number of issued and outstanding shares of the Company, the reverse stock split would reduce the number of class A shares and the number of class B shares (limited voting rights), issued and outstanding, by 308,734,229 Class A shares and 2,133,526,542 Class B shares (limited voting rights) to approximately 12,349,369 Class A shares and 85,341,061 Class B shares (limited voting rights). Following 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, but post-consolidation Class A Shares and Class B (Limited Voting) Shares will be considered a substitution of listing and will be assigned new CUSIP and ISIN numbers.
Proportional adjustments will be made to the exercise price or the conversion price or the number of shares of the Company to be issued under any convertible security, any stock option, any share unit, any right and any other similar securities and the number of Class B shares (subordinate voting rights) reserved for issuance under each stock option plan and the Company’s 2010 deferred share unit plan will be reduced proportionately. The maximum number of class B shares (limited voting rights) that may be purchased under the Company’s OPRCNA would also be adjusted proportionally.
No fractional shares will be issued or delivered to registered Class A shareholders or Class B shareholders (limited voting rights) as a result of the share consolidations. If, following the share consolidations, a shareholder is entitled to a fractional share, the number of class A shares and the number of class B shares (limited voting rights) post-consolidation, as the case may be , to which the registered shareholder is entitled, will be rounded down to the nearest whole number, and all fractional Class A shares or Class B shares (limited voting rights) to which registered shareholders may be entitled as a result of the share consolidations will be aggregated and sold by the Company’s transfer agent and registrar in the market, and the proceeds of the sale, less expenses and brokerage commissions, will be distributed proportionately to registered shareholders (without interest) instead of fractional shares.
More information on the share consolidations is presented in the 2002 Management Proxy Circular available on SEDAR and on Bombardier’s website.
Conditional approval to implement the share consolidations has been received from the TSX; however, the share consolidations will be subject to final approval by the TSX and compliance with any other regulatory requirements. The exact timing for the implementation of the share consolidations as well as other details and instructions for registered shareholders will be communicated by the Company in a press release or other document to be issued subsequently.
Renewal of a normal course issuer bid
On June 11, 2021, Bombardier announced a normal course issuer bid which commenced on June 15, 2021 and is scheduled to expire on June 14, 2022 (the “2021 NCIB”), pursuant to which it has repurchased the maximum number of 62,000,000 Class B shares (limited voting rights) authorized under the 2021 OPRCNA. All these shares were placed in trust with Computershare Trust Company of Canada (“Computershare Canada “) and have served, or will serve, to settle the Company’s obligations under its employee equity incentive plans, including its performance share unit plan and its restricted stock units.
The board of directors has agreed to renew the OPRCNA, which will begin after the expiry of the OPRCNA 2021 and which will remain in force for one year, with the aim of buying, on a pre-consolidation basis, up to 20,000,000 Class B (Limited Voting) Shares (subject to reasonable adjustment by the management of the Company to reflect changes in the price of the Class B (Limited Voting) Shares at the time of the application for approval of the OPRCNA with the TSX), representing approximately 0.94% of its 2,133,526,542 Class B shares (subordinate voting rights) currently issued and outstanding. All Class B (Limited Voting) shares purchased under the Renewed NCIB will either be canceled or placed in trust with Computershare Canada, to be used to settle future obligations under the stock-based incentive plans of the Company employees.
Class B shares (limited voting rights) purchased under the renewed OPRCNA will be canceled if they were purchased for the purpose of mitigating the dilutive effect of granting stock options under the Company’s stock option plan, which are settled by means of Class B shares (limited voting rights). Otherwise, the Class B shares (limited voting rights) purchased under the renewed NCIB will be placed in trust with Computershare Canada, and these shares held in trust will eventually be used to settle the Company’s obligations under certain of its equity-based incentive plans for its employees, including its performance share unit plan and its restricted share unit plan. Of the maximum number of Class B (subordinate voting) shares that can be purchased under the OPRCNA, we currently expect that approximately 3,333,334 of these shares will be canceled and that 16,666,666 of these shares will be placed in trust with Computershare Canada.
The OPRCNA will be effected through the TSX or alternative trading systems, or by means of outright offers, over-the-counter contracts or block purchases. Redemptions made on the open market through the TSX and alternative trading systems will be made at the prevailing market price at the time of purchase (plus any brokerage fees). If the Company repurchases Class B (subordinate voting) shares by means of outright offers, block purchases or over-the-counter contracts, a discount to the market price of the Class B (subordinate voting) shares limits) at the time of acquisition may apply to their purchase price, and will apply in the case of repurchases effected by means of private contracts, as the securities authorities may permit.
Renewal of the OPRCNA is subject to TSX approval and compliance with any other regulatory requirements. The exact start date of the renewed OPRCNA and the final maximum number of class B shares (limited voting rights) that may be purchased under the renewed OPRCNA will be provided later by the Company by means of a press release.
FORWARD-LOOKING STATEMENTS
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 what is forward-looking statements. Please refer to the Forward-Looking Statements note in our most recently published financial report.
About Bombardier
Bombardier is a world leader in aviation, focused on designing and building exceptional business jets and related services. The range planes Challenger and Global from Bombardier are recognized for their cutting-edge innovations, cabin design, performance and reliability. Bombardier’s global aircraft fleet includes approximately 5,000 aircraft in service with a wide range of multinational corporations, charter providers and fractional ownership programs, governments and individuals. Bombardier aircraft are also used around the world for special missions.
Bombardier, headquartered in Montreal, Quebec, operates facilities for aerostructures, aircraft assembly or completion activities in Canada, the United States and Mexico. The company’s strong customer support network includes service centers strategically located in the United States and Canada, as well as in the United Kingdom, Germany, France, Switzerland, Italy, Austria, in the United Arab Emirates, Singapore, and China, as well as an establishment that will open in Australia in 2022.
Corporate news and information, including Bombardier’s environmental, social and governance report, can be found at bombardier.com. To learn more about Bombardier products and its industry-leading customer service network, visit businessaircraft.bombardier.com/en. Follow us on Twitter @Bombardier.
Bombardier, Challenger and Global are trademarks of Bombardier or its subsidiaries.
Information Francis Richer de La Flèche Vice-président, Planification financière et relations avec les investisseurs Bombardier +514 855 5001 Mark Masluch Directeur principal, Communications Bombardier +1 514 855 7167
