DIRTT to be Acquired for $160M by Westernacher Affiliate

TL;DR

DIRTT is being bought for $1.15/share cash by Westernacher's affiliate, deal expected Q4 2024.

AI Summary

DIRTT Environmental Solutions Ltd. announced on August 26, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Westernacher Consulting AG. The transaction is valued at approximately $160 million USD, with each outstanding common share of DIRTT to be acquired for $1.15 in cash. The deal is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition marks a significant change in ownership for DIRTT, potentially leading to strategic shifts and operational changes under new management.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal falling through or changes in the terms.

Key Numbers

• $160M — Transaction Value (Total amount DIRTT Environmental Solutions Ltd. is being acquired for.)
• $1.15 — Price Per Share (Cash amount each DIRTT shareholder will receive per share.)

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Company being acquired
• Westernacher Consulting AG (company) — Affiliate acquiring DIRTT
• $160 million USD (dollar_amount) — Total transaction value
• $1.15 (dollar_amount) — Cash price per share
• August 26, 2024 (date) — Date of announcement
• Fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $1,664,200 — IB, the Company may purchase up to (i) C$1,664,200 aggregate principal amount of January D
• $1,558,700 — amount of January Debentures; and (ii) C$1,558,700 aggregate principal amount of December
• $16,642,000 — ss on August 22, 2024, the Company had C$16,642,000 principal amount outstanding of January
• $15,587,000 — outstanding of January Debentures and C$15,587,000 principal amount outstanding of Decembe
• $111,507 — chases will be limited to no more than C$111,507 and C$416,071 principal amount of Janua
• $416,071 — limited to no more than C$111,507 and C$416,071 principal amount of January Debentures

Filing Documents

• drttf-20240826.htm (8-K) — 44KB
• drttf-ex99_1.htm (EX-99.1) — 14KB
• 0000950170-24-100357.txt ( ) — 178KB
• drttf-20240826.xsd (EX-101.SCH) — 30KB
• drttf-20240826_htm.xml (XML) — 4KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 26, 2024, DIRTT Environmental Solutions Ltd. (the " Company ") issued a press release announcing that the Toronto Stock Exchange (the " TSX ") has accepted a notice filed by the Company of its intention to make a normal course issuer bid (the " NCIB ") to purchase its (i) 6.00% convertible unsecured subordinated debentures due January 31, 2026 (the " January Debentures ") and (ii) 6.25% convertible unsecured subordinated debentures due December 31, 2026 (the " December Debentures " and, together with the January Debentures, the " Debentures "), in accordance with applicable regulatory requirements. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act ") or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On August 26, 2024, the Company announced that the TSX has accepted its notice of intention to make a NCIB. Under the NCIB, the Company may purchase up to (i) C$1,664,200 aggregate principal amount of January Debentures; and (ii) C$1,558,700 aggregate principal amount of December Debentures, in each case representing 10% of the public float of the January Debentures and December Debentures, respectively, as of August 22, 2024. The Debentures will be purchased on the open market through the facilities of the TSX or alternative Canadian trading systems, at the market price of such Debentures at the time of purchase. The NCIB is expected to commence on August 28, 2024 and terminate on August 27, 2025. As of the close of business on August 22, 2024, the Company had C$16,642,000 principal amount outstanding of January Debentures and C$15,587,000 principal amount outstanding of December Debentures. In accordance with the rules of the TSX, daily purchases will be limited to no more than C$111,507 and C$416,071 principal amount of January Debentures and December Debentures, respectively, other than certain exceptions for block purchases. Management's decisions regarding purchases of Debentures will be based on market conditions, the market price of the Debentures and other factors. The Company may elect to suspend or discontinue its NCIB at such times and for such periods as it deems advisable to ensure compliance with applicable regulations, among other circumstances. Debentures purchased under the NCIB will be immediately cancelled. Purchases under the NCIB will be subject to compliance with applicable United States federal securities laws and Canadian securities laws. From time to time, provided that the Company does not possess material non-public information about itself or its securities and subject to certain other conditions, the Company may enter into an Automatic Repurchase Plan Agreement with its broker to allow for the purchase

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1* Press Release issued by DIRTT Environmental Solutions Ltd. on August 26, 2024 2 Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 2024 DIRTT Environmental Solutions Ltd. By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR