Calian Technology Announces $5 Million Share Buyback.Business Editors KANATA, Ontario--(BUSINESS WIRE)--Oct. 22, 2001 The Board of Directors of Calian Technology Ltd. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CTY CTY - /sit'ee/ or /C-T-Y/ [MIT] The terminal physically associated with a computer's system console. The term is a contraction of "Console tty", that is, "Console TeleTYpe". .) ("Calian") today announced that the Corporation will make an offer (the "Offer") to purchase for $5 million in cash up to 2,040,816 of its outstanding common shares (the "Shares"), or approximately 20.9% of its outstanding Shares, at a price per Share of not more than $2.85 and not less than $2.45 (the "Purchase Price") through a Substantial Issuer Bid procedure known as a Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. . The Offer will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 5:00 p.m., Toronto time, on November 30, 2001 unless withdrawn or extended (the "Expiry Time"). Calian reserves the right to withdraw the Offer and not take up and pay for any Shares deposited pursuant to the Offer unless a number of conditions set out in the Offer are satisfied. The Offer is not conditional on a minimum number of Shares being deposited pursuant to the Offer. The Dutch Auction procedure permits shareholders to tender all or any portion of their Shares to Calian at any price within the range and allows Calian to determine the lowest price within the range at which it can acquire up to 2,040,816 common shares for an amount not to exceed $5 million, taking into account the number of Shares deposited, the prices specified by the shareholders and the limit on the amount to be spent. The same Purchase Price will be paid to all shareholders who properly deposit Shares in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the terms and conditions of the Offer. Full particulars of the Offer, which is subject to regulatory approval, will be contained in an Issuer Bid Circular which will be mailed to shareholders. The Offer provides that if, prior to expiry, more Shares are properly deposited than can be purchased for $5 million, Calian will purchase at the Purchase Price the Shares so deposited on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis. In the event of an over-subscription and in order to avoid the creation of "Odd Lots" as a result of proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. , the number of Shares to be purchased by Calian from each depositing shareholder will be rounded up such that Calian will purchase an additional number of Shares from such depositing shareholder equal to: (i) the difference between the number of Shares to be purchased from such depositing shareholder as a result of proration and the next highest whole multiple of 100 Shares properly deposited by such shareholder to the Offer; and (ii) the balance of the Shares properly deposited to the Offer by such shareholder, whichever is less. Multiple tenders by the same shareholder will be aggregated for this purpose. In addition, if, as a result of proration after giving effect to the purchase of Shares by Calian, a depositing shareholder were to hold fewer than 100 Shares, Calian will purchase all such Shares at the purchase price provided such Shares are properly deposited to the Offer. The Offer also provides that shareholders who wish to deposit their Shares must deposit a duly completed and executed Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , together with share certificates representing their Shares, with CIBC CIBC Canadian Imperial Bank of Commerce CIBC Centres Interinstitutionnels de Bilan de Compétences CIBC Commonwealth Institute of Biological Control (Trinidad) CIBC Commercial International Brokerage Company Mellon Trust Company by mail, hand or courier A monospaced typeface originating from the typewriter that is commonly used for letters. It is still considered by many to be the "appropriate" typeface for business correspondence. , at its principal office in Toronto, so as to be received there prior to the Expiry Time. Shareholders who wish to tender their Shares but whose share certificates and other required documents are not readily available should follow the procedure for guaranteed delivery contained in the Offer. No fees or commissions will be paid for soliciting tenders of Shares pursuant to the Offer. About Calian: Calian Technology Ltd. (TSE:CTY) sells systems integration and staffing/outsourcing services to industry and government. |
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