TORONTO and NEW YORK, April 21, 2022 /CNW/ – AcuityAds Holdings Inc. (TSX: AT) (Nasdaq: ATY) (“AcuityAds” or “Company”), a digital advertising technology leader that provides targeted media solutions that enable advertisers to intelligently connect with the public through digital advertising channels, announced today that the Company intends to make a normal course issuer bid (“NCIB”) to purchase up to 5,350,000 Common Shares of the Corporation, and that its Board of Directors (the “Board”) has adopted a Notice Policy.
Normal Course Issuer Bid
The Company continuously reviews all elements of its capital allocation strategy. Management and the Board believe that the market price of Common Shares may, from time to time, not fully reflect their value and, therefore, the purchase of Common Shares would be in the best interests of the Company and its shareholders and represents an attractive offer and the appropriate use of available funds.
“Although mergers and acquisitions remain a key objective for management, the strength of our balance sheet with more than $100 million in cash, generating approximately $20 million annual cash flow from operations, and our growth prospects create an opportunity to create additional value for our shareholders while continuing to execute the Company’s long-term strategic plan,” said Tal Hayekco-founder and CEO of AcuityAds.
The OPNA has been approved by the Board of Directors; however, it is subject to acceptance by the Toronto Stock Exchange (the “TSX”) and, if accepted, will be made in accordance with the applicable rules and policies of the TSX and Canadian securities laws. Under the issuer bid, the Company would be permitted to purchase for cancellation, through the facilities of the TSX and/or other Canadian trading systems, up to 10% of the public float of the Company (calculated in accordance with the rules of the TSX), or 5,350,000 common shares, during the 12 months following such acceptance by the TSX. The exact number of common shares subject to the issuer bid will be determined on the date of acceptance of the notice of intention by the TSX.
All common shares purchased by the Company pursuant to the issuer bid will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of common shares that may be purchased and the timing of such purchases will be determined by the Company, subject to the applicable terms and restrictions of the issuer bid. All common shares acquired by the Company pursuant to the issuer bid will be cancelled.
Subject to the TSX’s acceptance of the issuer bid, the company intends to commence the issuer bid two trading days after the company’s release of its financial results for the quarter ended March 31, 2022scheduled for release after market close on May 11, 2022. The issuer bid will expire one year after it becomes effective, or sooner if the maximum number of common shares under the issuer bid has been purchased. Although the Company currently intends to acquire its common shares pursuant to the issuer bid, the Company will not be obligated to make any purchases and the purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it deems it appropriate to do so.
As part of the issuer bid and subject to the approval of the TSX, the Company intends to enter into an automatic share purchase plan with its designated broker, TD Securities Inc., in order to to permit the purchase of its common stock during certain pre-determined blackout periods when the Company would not normally be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise . Outside of these pre-determined blackout periods, shares will be redeemed at management’s discretion, subject to applicable law.
The Company also announced that its Board has adopted a Notice By-Law (the “Notice By-Law”) which requires notice to be given to the Company when appointments of directors are made by shareholders other than for the account of the board by means of a notice of meeting or by a shareholder proposal made in accordance with the provisions of the Canada Business Corporations Act.
The Advance Notice Policy provides a clear process for shareholders to follow in nominating director candidates and will help ensure that all shareholders receive adequate notice and information about director nominees so that they can exercise their voting rights in an informed manner. The Notice Rules are similar to the Notice Rules adopted by many other Canadian public companies.
Among other things, the Notice By-Law establishes the time limits by which shareholders must notify the Corporation of director appointments prior to any annual or special meeting of shareholders at which directors are to be elected. It also sets out the information about the proposed nominees that a shareholder must include in the notice for it to be valid and provides that the board may, in its sole discretion, waive any requirement under these provisions.
In the case of an annual meeting of shareholders, notice to the Company must be given at least 30 days before the date of the annual meeting. If the annual meeting is to be held on a date less than 50 days after the first public announcement of the date of the meeting, notice may be given no later than the close of business on the 10and day following this announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be given no later than the close of business on the 15and day following the first public announcement of the date of the extraordinary meeting.
The Early Settlement is effective immediately and will be presented to shareholders for approval, confirmation and ratification at the Company’s 2022 annual meeting of shareholders (the “Meeting”) scheduled for June 15, 2022. According to the provisions of the Canada Business Corporations Actthe Early Settlement will cease to be effective unless approved, confirmed and ratified by a resolution passed by a majority of the votes of shareholders cast, in person or by proxy, at the Meeting.
The full text of the settlement is available under the Company’s SEDAR profile at www.sedar.com.
AcuityAds is a leading technology company that provides marketers with a one-stop solution for omnichannel digital advertising with best-in-class advertising ROI. Its journey automation technology, illumin™, provides real-time planning, purchasing and intelligence from a single platform. Using proprietary artificial intelligence, illumin™ brings unique programmatic capabilities to bridge the gap between advertising planning and execution. The company brings an integrated ecosystem of privacy-protected data, inventory, brand safety, and fraud prevention partners, delivering trusted solutions with proven, above-benchmark results for the toughest marketers. demanding.
AcuityAds is headquartered in Toronto with offices everywhere CanadaUnited States, Europe and Latin America. For more information, visit AcuityAds.com.
Disclaimer Regarding Forward-Looking Statements
Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to place undue reliance on forward-looking statements. Except as required by law, AcuityAds does not intend and assumes no obligation to update forward-looking statements to reflect, in particular, new information or future events.
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SOURCEAcuity Ads Holdings Inc.
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