IMAX Corporation (NYSE: IMAX) today announced the approval by the Company’s Board of Directors of a 12-month extension to its share-repurchase program through June 30, 2021. The current share-repurchase program authorized the Company to repurchase up to $200 million of its common shares, of which approximately $89.4 million remains available, and was set to conclude on June 30, 2020.
The Company has repurchased a total of approximately 6 million of its common shares for an aggregate purchase price of approximately $110.6 million pursuant to the current share-repurchase program since it commenced on July 1, 2017. With this extension effective July 1, 2020, the Company remains authorized to repurchase up to approximately $89.4 million worth of common shares through June 30, 2021. In light of the current operating environment, the Company does not currently intend to repurchase shares.
Repurchases to date by the Company pursuant to the share-repurchase program have resulted in an approximately 9% net reduction in shares outstanding since the program began on July 1, 2017. This includes repurchases of 2,484,123 common shares in the first quarter of 2020.
Repurchases under the Company’s share-repurchase program may be made either in the open market or through private transactions, subject to market conditions and applicable legal requirements. IMAX has no obligation to repurchase shares, and the share-repurchase program may be suspended or discontinued by the Company at any time. In addition, the $200 million authorization does not include shares repurchased in connection with the administration of employee share-based compensation plans.
Canadian Securities Law Update
The Company has received an exemption decision issued by the Ontario Securities Commission dated May 21, 2020 for relief from the formal issuer bid requirements under Canadian securities laws. The exemption decision permits the Company to repurchase up to 15% of its outstanding common shares in any 12-month period through the facilities of the New York Stock Exchange (“NYSE”) under repurchase programs that the Company may implement from time to time. Canadian securities laws regulate an issuer’s ability to make repurchases of its own securities.
The Company was previously exempted from the formal issuer bid requirements under Canadian securities laws pursuant to a decision of the Ontario Securities Commission dated March 25, 2019, which allowed the Company to repurchase up to 10% of its outstanding common shares in any 12-month period. The new decision provides the Company with more flexibility to continue to make repurchases under its repurchase programs from time to time in excess of the maximum allowable in reliance on the existing “other published markets” exemption from the formal issuer bid requirements available under Canadian securities laws. The “other published markets” exemption caps the Company’s ability to repurchase its securities through the facilities of the NYSE at 5% of the issuer’s outstanding securities during any 12-month period.
The conditions of the exemption decision are as follows: (i) any repurchases made in reliance on the exemption decision must be permitted under, and part of, repurchase programs established and conducted in accordance with United States securities laws and NYSE rules, (ii) the aggregate number of common shares acquired in reliance on the exemption decision by the Company and any person acting jointly or in concert with the Company within any period of 12 months does not exceed 15% of the outstanding common shares at the beginning of the 12-month period, (iii) the common shares are not listed and posted for trading on an exchange in Canada, (iv) the exemption decision applies only to the acquisition of common shares by the Company within 36 months of the date of the original decision, being March 25, 2022, and (v) prior to purchasing common shares in reliance on the exemption decision, the Company discloses the terms of the exemption decision and the conditions applicable thereto in a press release that is issued and filed on the System for Electronic Document Analysis and Retrieval and includes such information as part of the news release required to be issued in accordance with the “other published markets exemption” in respect of any repurchase program that may be implemented by the Company, which this press releases satisfies.