Mitel® (Nasdaq:MITL) (TSX:MNW), a global leader in business communications, today announced that its Board of Directors has authorized a share buyback program. In a filing with the Toronto Stock Exchange (the "TSX"), the TSX has accepted the company's Notice of Intention to Make a Normal Course Issuer Bid (the "Notice"). Pursuant to the Notice, Mitel may purchase up to 6,006,761 Mitel Common Shares (the "Bid"), representing approximately 5% of its issued and outstanding Common Shares. As at February 23, 2018, Mitel had 120,135,230 issued and outstanding Common Shares, including a public float of 103,619,382 Common Shares. Pursuant to its normal course issuer bid commenced March 9, 2017 and terminating March 8, 2018, Mitel sought and was approved for purchase of up to 7,816,574 of its Common Shares, and has actually purchased 4,950,979 of its Common Shares at a weighted average price per Common Share of $7.21. These purchases were made on the open market through the facilities of the TSX and the NASDAQ.
"With our strong focus on shareholder value, the maintenance of our ability to repurchase shares through the normal course share buyback program enhances our initiatives and options to maximize that value," said Richard McBee, Chief Executive Officer.
Mitel may purchase its Common Shares, from time to time, if it believes that the market price of its Common Shares is attractive and that the purchase would be an appropriate use of corporate funds and in the best interests of the Corporation. Common Shares purchased pursuant to the Bid will be cancelled. Mitel believes that having the ability to acquire Common Shares under the Normal Course Issuer Bid will present an attractive opportunity to utilize Mitel's available funds. The Normal Course Issuer Bid is intended to permit the Company to reduce its total number of issued and outstanding Common Shares, thereby benefiting all shareholders by increasing their relative equity interests in Mitel.
The Bid will commence on March 9, 2018 and will terminate no later than March 8, 2019. All purchases of Common Shares under the Bid may be made on the TSX or on alternative Canadian trading systems at the market price at the time of purchase in accordance with the requirements of the TSX or on the NASDAQ in compliance with Canadian securities law requirements for issuer repurchases through other public markets and Rule 10b-18 under the U.S. Securities Exchange Act of 1934. Purchases may also be made by such other means as may be permitted by applicable securities regulatory authorities and in compliance with Canadian securities laws, including by private agreement pursuant to an issuer bid exemption order issued by a securities regulatory authority. Purchases made by way of such private agreements under an issuer bid exemption order will be at a discount to the prevailing market price. The rules and policies of the TSX contain restrictions on the number of shares that can be purchased under the Bid, based on the average daily trading volumes of the Common Shares on the TSX. Similarly, the safe harbor conditions of Rule 10b-18 impose certain limitations on the number of shares that can be purchased on the NASDAQ per day. As a result of such restrictions, subject to certain exceptions for block purchases, the maximum number of shares which can be purchased per day during the Bid on the TSX is 39,177 based on 25% of the average daily trading volume for the prior six calendar months (being 156,709 Common Shares on the TSX). Subject to certain exceptions for block purchases, the maximum number of shares which can be purchased per day on the NASDAQ will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase.
Subject to regulatory requirements, the actual number of Common Shares purchased and the timing of such purchases, if any, will be determined by Mitel having regard to future price movements and other factors. All purchases will be subject to Mitel's normal trading blackouts.
Forward Looking Statements
Some of the statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. and Canadian securities laws. These include statements using the words believe, target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Mitel and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to Mitel, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Mitel and ShoreTel and the ability to recognize the anticipated benefits from the acquisition of ShoreTel; the anticipated size of the markets and continued demand for Mitel and ShoreTel products and services; the impact of competitive products and pricing and disruption to the combined business that could result from the acquisition of ShoreTel; access to available financing on a timely basis and on reasonable terms; risks associated with the non-cash consideration received by Mitel in connection with the divestment of Mitel's mobile division; Mitel's ability to achieve or sustain profitability in the future; fluctuations in quarterly and annual revenues and operating results; fluctuations in foreign exchange rates; current and ongoing global economic instability, political unrest and related sanctions; intense competition; reliance on channel partners for a significant component of sales; dependence upon a small number of outside contract manufacturers to manufacture products; and, Mitel's ability to successfully implement and achieve its business strategies, including its growth of the company through acquisitions and the integration of recently acquired businesses and realization of synergies, including the acquisition of ShoreTel. Additional risks are described under the heading "Risk Factors" in Mitel's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC and Canadian securities regulatory authorities on February 28, 2018. Forward-looking statements speak only as of the date they are made. Except as required by law, Mitel has no intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
A global market leader in business communications powering more than two billion business connections, Mitel (Nasdaq:MITL) (TSX:MNW) helps businesses and service providers connect, collaborate and provide innovative services to their customers. Our innovation and communications experts serve more than 60 million business users in more than 100 countries. For more information, go to www.mitel.com and follow us on Twitter @Mitel.
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