Onex Corporation Announces Variation of Price Range and Extension of Its Previously Announced Substantial Issuer Bid

TORONTO, Dec. 12, 2024 (GLOBE NEWSWIRE) -- Onex Corporation (the “Company”) (TSX: ONEX) announced today the amendment of the terms of the Company’s ongoing substantial issuer bid (the “Offer”), pursuant to which the Company has offered to purchase from its shareholders (“Shareholders”), for cancellation, up to $400,000,000 of its subordinate voting shares (the “Subordinate Voting Shares”). All amounts in this press release are in Canadian dollars.

The Offer has been amended to increase the price range offered to Shareholders who tender their Subordinate Voting Shares pursuant to the Offer to a price of not less than $108.00 per Subordinate Voting Share and not more than $117.00 per Subordinate Voting Share (in increments of $0.25 per Subordinate Voting Share) (the “New Range”). The New Range varies the original price range of the Offer of not less than $105.00 and not more than $112.00 per Subordinate Voting Share. In connection with the variation of the price range of the Offer, the expiry date of the Offer has been extended to 11:59 p.m. (Toronto time) on December 23, 2024 (the “Expiry Date”), unless further extended, varied or withdrawn by the Company. All other terms of the Offer remain unchanged. The Company anticipates announcing the results of the Offer by no later than December 27, 2024, following the close of markets.

The Offer is for up to approximately 5% of the Company’s total number of issued and outstanding Subordinate Voting Shares (based on a purchase price equal to the minimum purchase price per Subordinate Voting Share and 73,973,642 Subordinate Voting Shares issued and outstanding as at the close of business on December 11, 2024).

As a result of the variation of the Offer, any Shareholder who previously tendered their Subordinate Voting Shares to the Offer prior to the date hereof is advised that SUCH TENDER IS NO LONGER VALID and that the Shareholder WILL BE REQUIRED TO PROPERLY RETENDER THEIR SUBORDINATE VOTING SHARES in the manner described in the Notice of Variation (as defined below) in order to participate in the Offer. For greater certainty, any and all Subordinate Voting Shares previously tendered will be deemed to be withdrawn and will not be accepted for take-up and payment unless the Shareholder takes the additional steps described in the Notice of Variation. If you previously tendered your Subordinate Voting Shares and you do not properly retender your Subordinate Voting Shares in accordance with the procedures described in the Notice of Variation, your Subordinate Voting Shares will be returned to you by TSX Trust Company, the depositary for the Offer, promptly after the Expiry Date.

For registered Shareholders who do not receive physical delivery of the Offer Documents by mail due to a postal disruption as a result of a Canada Post labour disruption or any other cause, the amended letter of transmittal (the “Amended Letter of Transmittal”) for use by registered Shareholders is available on SEDAR+ at and will also be posted on the Company’s website at . Registered Shareholders who wish to participate in the Offer should deliver a properly completed and duly executed Amended Letter of Transmittal (or a manually executed photocopy thereof) and any other documents required by the Amended Letter of Transmittal, to the Depositary at its address set forth on the Letter of Transmittal, prior to 11:59 p.m. (Toronto time) on the Expiry Date. A non-registered Shareholder who desires to deposit Subordinate Voting Shares under the Offer should immediately contact such Shareholder’s investment dealer, stock broker, commercial bank, trust company or other nominee in order to take the necessary steps to be able to deposit such Subordinate Voting Shares under the Offer.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The solicitation and the offer to buy the Subordinate Voting Shares will only be made pursuant to the offer to purchase and issuer bid circular dated November 8, 2024, as amended by the notice of variation and extension dated December 13, 2024 (the “Notice of Variation”), the Amended Letter of Transmittal and the amended notice of guaranteed delivery (collectively, the “Offer Documents”). Details of the Offer, including instructions for tendering Subordinate Voting Shares, are included in the Offer Documents. The Offer Documents will be mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at , and will also be posted on the Company's website at . Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

ABOUT ONEX

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $50 billion in assets under management, of which $8.5 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at . Onex’ security filings can also be accessed at .

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

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