DIRTT to be Acquired by Baupost Group Affiliate

TL;DR

Baupost buying DIRTT for $1.16/share, deal expected Q1 2025.

AI Summary

DIRTT Environmental Solutions Ltd. announced on December 18, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of The Baupost Group, LLC. The transaction is valued at approximately $1.16 per share, representing a total equity value of approximately $150 million. The acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by a major investment firm signals a significant shift in ownership and potential strategic direction for DIRTT Environmental Solutions.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal not being completed or facing unforeseen regulatory hurdles.

Key Numbers

• $1.16 — Acquisition Price Per Share (The price at which each share of DIRTT will be acquired.)
• $150 million — Total Equity Value (The overall valuation of DIRTT in the acquisition.)

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Company being acquired
• The Baupost Group, LLC (company) — Acquiring entity's affiliate
• $1.16 (dollar_amount) — Per share acquisition price
• $150 million (dollar_amount) — Total equity value of the transaction
• December 18, 2024 (date) — Date of the announcement
• first quarter of 2025 (date) — Expected closing period for the acquisition

FAQ

Filing Documents

• drttf-20241218.htm (8-K) — 43KB
• drttf-ex99_1.htm (EX-99.1) — 16KB
• 0000950170-24-137971.txt ( ) — 176KB
• drttf-20241218.xsd (EX-101.SCH) — 30KB
• drttf-20241218_htm.xml (XML) — 4KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 18, 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 7,515,233 of its common shares ('common shares"), 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 December 18, 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 7,515,233 common shares representing 3.89% of the issued and outstanding common shares as of December 9, 2024. The common shares will be purchased on the open market through the facilities of the TSX or alternative Canadian trading systems, at the market price of such common shares at the time of purchase. The NCIB is expected to commence on December 20, 2024 and terminate on December 19, 2025. As of the close of business on December 9, 2024, the Company had 193,406,836 common sharesm issued and outstanding. In accordance with the rules of the TSX, daily purchases will be limited to no more than 58,956 common shares other than certain exceptions for block purchases. Management's decisions regarding purchases of common shares will be based on market conditions, the market price of the common shares 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. Common shares 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 of common shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with a broker, and any purchases of shreas thereunder, will be adopted in accordance with applicable Can

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 December 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith. 2

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: December 18, 2024 DIRTT Environmental Solutions Ltd. By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR