Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) announces that it has received approval from the Toronto Stock Exchange (the “TSX”) to purchase, in the normal course of its activities, from June 15, 2021 to June 14, 2022, up to 62,000,000 Class B shares (subordinate voting), representing approximately 2.9% of its Class B shares (subordinate voting) issued and outstanding as of June 2, 2021. As of June 2, 2021, the Corporation had 2,128,112,189 Class B shares (subordinate voting) issued and outstanding. All Class B shares (subordinate voting) purchased will be delivered to a trustee to satisfy future obligations under the Corporation’s employee share-based incentive plans.
Class B shares (subordinate voting) purchased under the normal course issuer bid (the “NCIB”) will all be placed in trust with Computershare Trust Company of Canada pursuant to the Amended and Restated Employee Benefit Plans Trust Agreement dated August 6, 2015 between the Corporation and Computershare Trust Company of Canada, as amended (the “Trust Agreement”), which Class B shares held in trust will eventually 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 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 in the case of purchases by private agreement, as may be permitted by the securities regulatory authorities, at a discount to the market price of such Class B shares (subordinate voting) at the time of acquisition.
The average daily trading volume on the TSX for the six-month period ended May 31, 2021 of the Class B shares (subordinate voting) was 7,457,368. Under TSX rules, a maximum daily repurchase of 25% of this average may be made, representing 1,864,342 Class B shares (subordinate voting). In excess of the daily 1,864,342 Class B shares (subordinate voting) repurchase limit, the Corporation may also purchase, once a week, a block of Class B shares (subordinate voting) not owned by an insider, which may exceed such daily limit, in accordance with the TSX requirements.
Transactions under the NCIB will depend on future market conditions. Bombardier retains discretion as to whether to make purchases under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements.
Bombardier will be entering into an automatic share purchase plan in connection with its NCIB that contains parameters regarding how its Class B shares (subordinate voting) may be repurchased during times when it would ordinarily not be permitted to purchase Class B shares (subordinate voting) due to regulatory restrictions or self-imposed blackout periods. The automatic share purchase plan has been pre-cleared by the TSX and will be implemented effective as of June 15, 2021.
Bombardier believes that the purchase of its Class B shares (subordinate voting) would be an effective use of its funds and in the best interests of Bombardier and its shareholders. The Corporation believes that buying back Class B shares (subordinate voting) from time to time at the prevailing market price is an effective strategy to enable it to satisfy its future obligations under its employee share-based incentive plans, including its performance share unit plan and its restricted share unit plan, and avoid dilution that could occur if such obligations were instead satisfied by way of treasury issuances.
In the past 24 months, Bombardier has not repurchased any Class B shares (subordinate voting) by way of a normal course issuer bid.
This press release includes forward-looking statements, which may involve, but are not limited to: statements about the board of directors of Bombardier’s belief that the NCIB is an effective use of funds and is in the best interest of Bombardier and its shareholders; Bombardier’s intentions regarding the NCIB; the TSX’s approval of the NCIB; the use of Class B shares (subordinate voting) placed in trust pursuant to the NCIB; and Bombardier’s belief that buying back Class B shares (subordinate voting) is an effective strategy to enable it to satisfy its future obligations under its share based compensation plans and avoid dilution of its Class B shares (subordinate voting) in connection therewith.
Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “shall”, “can”, “expect”, “estimate”, “intend”, “anticipate”, “plan”, “foresee”, “believe”, “continue”, “maintain” or “align”, the negative of these terms, variations of them or similar terminology. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of our current objectives, strategic priorities, expectations, outlook and plans, and in obtaining a better understanding of our business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.
By their nature, forward-looking statements require management 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 forecast results set forth in forward-looking statements. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. For additional information, including with respect to other assumptions underlying forward-looking statements made by Bombardier, refer to the Guidance and Forward-looking Statements section in the management’s discussion and analysis of our financial report for the fiscal year ended December 31, 2020. Given the impact of the changing circumstances surrounding the COVID-19 pandemic and the related response from Bombardier, governments (federal, provincial and municipal), regulatory authorities, businesses, suppliers, customers, counterparties and third-party service providers, there is inherently more uncertainty associated with Bombardier’s assumptions as compared to prior years.
Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, risks associated with general economic conditions, risks associated with our business environment (such as risks associated with the financial condition of business aircraft customers; trade policy; increased competition; political instability and force majeure events or global climate change), operational risks (such as risks related to developing new products and services; development of new business; order backlog; the transition to a pure-play business aviation company; the certification of products and services; the execution of orders; pressures on cash flows and capital expenditures based on seasonality and cyclicality; execution of our strategy; productivity enhancements; operational efficiencies; restructuring and cost reduction initiatives; doing business with partners; product performance warranty and casualty claim losses; regulatory and legal proceedings; environmental, health and safety risks; dependence on certain customers, contracts and suppliers; supply chain risks; human resources; reliance on information systems; reliance on and protection of intellectual property rights; reputation risks; risk management; tax matters; and adequacy of insurance coverage), financing risks (such as risks related to liquidity and access to capital markets; retirement benefit plan risk; exposure to credit risk; substantial debt and interest payment requirements; restrictive debt covenants; reliance on debt management and interest cost reduction strategies; and reliance on government support) and market risks (such as foreign currency fluctuations; changing interest rates; increases in commodity prices; and inflation rate fluctuations). For more details, see the Risks and Uncertainties section in Other in the management’s discussion and analysis of our financial report for the fiscal year ended December 31, 2020. Any one or more of the foregoing factors may be exacerbated by the ongoing COVID-19 outbreak and may have a significantly more severe impact on the Corporation’s business, results of operations and financial condition than in the absence of such outbreak. As a result of the current COVID-19 pandemic, additional factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: risks related to the impact and effects of the COVID-19 pandemic on economic conditions and financial markets and the resulting impact on our business, operations, capital resources, liquidity, financial condition, margins, prospects and results; uncertainty regarding the magnitude and length of economic disruption as a result of the COVID-19 outbreak and the resulting effects on the demand environment for our products and services; uncertainty regarding market and economic recovery in the aftermath of the COVID-19 pandemic; emergency measures and restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions; disruptions to global supply chain, customers, workforce, counterparties and third-party service providers; further disruptions to operations, orders and deliveries; technology, privacy, cyber security and reputational risks; and other unforeseen adverse events.
Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on forward-looking statements. Other risks and uncertainties not presently known to us or that we presently believe are not material could also cause actual results or events to differ materially from those expressed or implied in our forward-looking statements. The forward-looking statements set forth herein reflect management’s expectations as at the date of this report and are subject to change after such date. Unless otherwise required by applicable securities laws, we expressly disclaim any intention, and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Francis Richer de La Flèche