Kinaxis® Inc. (“Kinaxis” or the “Company”) (TSX: KXS) is pleased to announce that the Toronto Stock Exchange (the “Exchange” or “TSX”) has accepted a notice (the “Notice”) filed by the Company of its intention to make a normal course issuer bid (the “NCIB”). In connection with the NCIB, the Company has entered into an automatic share purchase plan (an “ASPP”) with its designated broker to allow for purchases of its common shares (the “Shares”).
The Notice provides that the Company may, during the 12-month period commencing November 6, 2024 and ending November 5, 2025, or on such earlier date as Kinaxis completes its purchases or provides notice of termination, purchase up to 1,404,639 Shares in total, representing approximately 5% of the issued and outstanding Shares as at October 23, 2024. As of the close of business on October 23, 2024, the Company had 28,092,786 Shares issued and outstanding. Except for block purchases permitted under the rules of the TSX, the number of Shares to be purchased per day will not exceed 15,500, which represents 25% of the average daily trading volume of the Shares on the TSX for the most recently completed six calendar months ended September 30, 2024 (being 62,000 Shares) prior to the TSX’s acceptance of the Notice. The actual number of Shares which may be purchased under the NCIB and the timing of any such purchases will be determined by management of the Company, subject to applicable law and the rules of the TSX.
Subject to any required regulatory approvals, all purchases of Shares under the NCIB will be conducted through the facilities of the TSX and/or alternative Canadian trading systems at prevailing market prices, or by such other means as may be permitted by the applicable securities regulators. All Shares purchased under the NCIB will be cancelled.
Kinaxis has entered into an ASPP with RBC Dominion Securities Inc. (“RBC DS”) to allow for the purchase of Shares under the NCIB at times when the Company would ordinarily not be permitted to purchase Shares due to regulatory restrictions or self-imposed blackout periods.
Pursuant to the ASPP, prior to entering into a blackout period, Kinaxis may, but is not required to, instruct RBC DS to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by RBC DS in its sole discretion based on parameters established by Kinaxis prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. The ASPP has been pre-cleared by the TSX concurrently with the initiation of the NCIB.
The board of directors of the Company (the “Board”) believes that, from time to time, the market price of the Shares may not fully reflect the underlying value of the Company’s business. As a result, depending upon future price movements and other factors, the Board believes that the purchase of the Shares would be a desirable use of corporate funds in the best interests of the Company. Furthermore, the purchases are expected to benefit all persons who continue to hold Shares by increasing their equity interest in the Company when such repurchased Shares are cancelled.
To the knowledge of the Company, no director, senior officer or other insider of the Company or any of their associates currently intends to sell any Shares under the NCIB, however sales by such persons through the facilities of the Exchange or any other available market or alternative trading system may occur if the personal circumstances of any such persons change or if any such persons make a decision unrelated to these normal course purchases. The benefits to any such person whose Shares are purchased would be the same as the benefits available to all other holders whose Shares are purchased.
Under Kinaxis’s normal course issuer bid expiring on November 5, 2024 (the “Expiring NCIB”), the Company received approval from the TSX to purchase for cancellation up to a maximum of 1,424,790 Shares, representing approximately 5% of Kinaxis’ issued and outstanding Shares as at October 23, 2023. As of the date hereof, the Company has repurchased and cancelled 1,052,958 Shares under the Expiring NCIB, at a weighted average purchase price of approximately $148.64 per Share (including commissions).
About Kinaxis
Kinaxis is a global leader in modern supply chain orchestration, powering complex global supply chains and supporting the people who manage them, in service of humanity. Our powerful, AI-infused supply chain orchestration platform, Maestro™, combines proprietary technologies and techniques that provide full transparency and agility across the entire supply chain — from multi-year strategic planning to last-mile delivery. We are trusted by renowned global brands to provide the agility and predictability needed to navigate today’s volatility and disruption. For more news and information, please visit kinaxis.com or follow us on LinkedIn.
Cautionary Note and Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Kinaxis and reflects management’s expectations or beliefs regarding such future events. In certain cases, statements that contain forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved” or the negative of these words or comparable terminology. Forward-looking information in this press release includes statements with respect to the anticipated benefits of the NCIB and the number of Shares that may be purchased under the NCIB. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Kinaxis to be materially different from any anticipated performance expressed or implied by such forward-looking information.
Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading “Risk Factors” in the Company’s annual information form dated March 25, 2024 for its fiscal year ended December 31, 2023 and other risks identified in the Company’s filings with Canadian securities regulators, which filings are available on SEDAR+ at https://www.sedarplus.ca.
The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company’s forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company’s actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company’s statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.
SOURCE: Kinaxis Inc.
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