Subsequent to the Company's news release on November 20, 2025, Altus Group has, subject to the receipt of the necessary exemptive relief under applicable securities laws, determined to provide for proportionate tenders, such that the SIB will proceed by way of a "modified Dutch auction" that includes the ability for shareholders to participate via a proportionate tender. Holders of Shares wishing to tender to the SIB will be entitled to do so by making (i) an auction tender for a specified number of Shares at a price of not less than C$50.00 and not more than C$57.00 per Share, in increments of C$0.25 per Share; (ii) a purchase price tender without specifying a price per Share, but rather agreeing to have a specified number of Shares purchased at the purchase price to be determined by the auction tenders; or (iii) a proportionate tender in which they will agree to sell, at the purchase price to be determined by auction tenders, a number of Shares that will result in them maintaining their proportionate equity ownership in Altus Group following completion of the SIB. Shareholders who validly deposit Shares without specifying the method in which they are tendering such Shares will be deemed to have made a purchase price tender. All Shares purchased by the Company under the SIB will be cancelled.
The board of directors of Altus Group (the "Board") believes that the SIB is in the best interests of the Company and its shareholders given, among other things, its cash on hand and the current market price of the Shares, which the Board believes does not currently reflect the fundamental value of the Company. The Company intends to fund the SIB with cash on hand.
The price range offered for the Shares pursuant to the SIB represents a 0.40% to 14.46% premium to the closing price of the Shares on the TSX on November 19, 2025, being the last trading day before the SIB was announced. Over the 12-month period ended Wednesday, November 19, 2025, the closing prices of the Shares on the TSX have ranged from a low of C$43.84 to a high of C$63.07.
The SIB is optional for all shareholders, who are free to choose whether to participate, how many Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholder who does not deposit its Shares (or whose Shares are not repurchased under the SIB) will realize a proportionate increase in its equity interest in the Company, to the extent that Shares are purchased under the SIB.
Jarislowsky Fraser Global Investment Management, a division of 1832 Asset Management L.P. ("JFL"), which, per publicly available ownership information, beneficially owns 5,701,547 Shares, representing approximately 13.19% of all issued and outstanding Shares as at November 25, 2025, has informed Altus Group that it will make a proportionate tender in connection with the SIB in order to maintain its proportionate equity ownership in Altus Group following completion of the SIB. None of Altus Group's directors or officers intend to tender their Shares to the SIB.
As of the close of business on November 25, 2025, the Company had 3,222,129 Shares issued and outstanding (net of 79,328 escrowed Shares).
The final purchase price to be paid by Altus Group for each validly deposited Share will be determined upon expiry of the SIB and will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. As a result, Altus Group's shareholders who tender their Shares (other than JFL and other shareholders who make a proportionate tender, which tenders will not be considered for purposes of determining the purchase price) will set the purchase price for the SIB. The purchase price will be the lowest price per Share (which will be not less than ...
