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Air Canada (TSX: AC) has taken up and paid for 26,595,744 of its Class A Variable Voting Shares and Class B Voting Shares (collectively, the “shares”) at a price of $18.80 per share under its $500 million substantial issuer bid (the “Offer”) to purchase shares for cancellation.
The successful completion of the Offer by Air Canada is an additional step towards its goal of reducing its fully diluted number of shares below 300 million by 2028, creating value for shareholders while investing in growth through a balanced long-term capital allocation strategy.
The shares bought under the Offer, representing about 8.24% of the total number thereof, were acquired for about $500 million. After the Offer, about 296.1 million shares are expected to remain issued and outstanding.
Other information about the Offer
A total of about 26.8 million shares were validly deposited in the Offer and not withdrawn pursuant to auction tenders at or below $18.80 or purchase price tenders. As the Offer was oversubscribed, about 99.14% of the successfully tendered shares were purchased by Air Canada, other than “odd lot” tenders not subject to proration.
Payment and settlement of the purchased shares will be made on or before June 27, 2025 in accordance with the Offer and applicable law. Any shares that are not purchased, including as a result of prorationorauction tenders at more than $18.80, will be returned to shareholders as soon as practicable.
Air Canada estimates that for purposes of the Income Tax Act (Canada) (the ”ITA”) the paid-up capital per share is about $10.59.Shareholders who have sold shares to Air Canada under the Offer will as a result be deemed to have received a dividend equal to $8.21 per share, the amount by which the purchase price exceeds the paid-up capital per share for Canadian federal income tax purposes. The dividend deemed to have been paid by Air Canada to Canadian resident persons is designated as an “eligible dividend” for purposes of the ITA and any corresponding provincial and territorial tax legislation. The “specified amount” for purposes of subsection 191(4) of the ITA is $8.21. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their shares under the Offer.
The full details of the Offer were described in the offer to purchase and issuer bid circular dated May 16, 2025, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under Air Canada’s profile on SEDAR+ at www.sedarplus.ca.
Our publication is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Air Canada’s shares. All dollar amounts are in Canadian dollars and issued and outstanding shares are based on the number thereof as of June 20, 2025.
About Air Canada
Air Canada is Canada’s largest airline, the country’s flag carrier and a founding member of Star Alliance, the world’s most comprehensive air transportation network. Air Canada provides scheduled service directly to more than 180 airports in Canada, the United States and Internationally on six continents. It holds a Four-Star ranking from Skytrax. Air Canada’s Aeroplan program is Canada’s premier travel loyalty program, where members can earn or redeem points on the world’s largest airline partner network of 45 airlines, plus through an extensive range of merchandise, hotel and car rental partners. Through Air Canada Vacations, it offers more travel choices than any other Canadian tour operator to hundreds of destinations worldwide, with a wide selection of hotels, flights, cruises, day tours, and car rentals. Its freight division, Air Canada Cargo, provides air freight lift and connectivity to hundreds of destinations across six continents using Air Canada’s passenger and freighter aircraft. Air Canada’s climate-related ambition includes a long-term aspirational goal of net-zero greenhouse gas emissions by 2050. For additional information, please see Air Canada’s TCFD disclosure. Air Canada shares are publicly traded on the TSX in Canada and the OTCQX in the US.
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