Vancouver, BC, January 2, 2019 – Photon Control Inc. (“Photon Control” or the “Company”) (TSX: PHO), a leading developer and supplier of optical measurement technologies to the global semiconductor industry, has announced that the Toronto Stock Exchange (“TSX”) has accepted the Company’s notice of intention to make a normal course issuer bid (the “NCIB”) for its common shares (the “Common Shares”) through the facilities of TSX. This announcement renews Photon Control’s NCIB program that was set to expire on January 3, 2019.
On January 4, 2019, the Company may commence making purchases of up to a maximum aggregate of 5,490,000 Common Shares, being 4.99% of the 109,867,913 Common Shares issued and outstanding as of the date hereof, through the facilities of the TSX and other Canadian marketplaces. Purchases may commence through the TSX on January 4, 2019 and will conclude on the earlier of the date on which purchases under the bid have been completed and January 3, 2020. Daily purchases under the NCIB are limited to a maximum of 69,232 Common Shares, being 25% of the average daily trading volume over the prior six months, other than purchases made in compliance with the provisions of the block purchase exemption of the TSX rules. Common Shares purchased by the Company under the NCIB will be cancelled.
Paradigm Capital Inc. (“Paradigm”) will act as the broker firm responsible for making purchases of Common Shares under the NCIB on behalf of Photon Control, pursuant to an automatic purchase plan agreement (the “APP Agreement”). Purchases under the APP Agreement will be determined by Paradigm in its sole discretion, without consultation with the Company, subject to the limitations of the APP Agreement and the rules of the TSX.
Under Photon’s 2018 NCIB program, which ran from January 4, 2018 and expires on January 3, 2019, the Company sought to repurchase up to 5,500,000 Common Shares. During this period, the Company, through the facilities of the TSX and other Canadian marketplaces, repurchased and cancelled an aggregate of 1,633,225 Common Shares at a volume weighted average price of $1.84.
D. Neil McDonnell, Board Chair and Interim Chief Executive Officer said, “The Company’s capital allocation strategy is to increase shareholder value by executing on an ongoing share repurchase plan, investing in research and development to deliver on our new product funnel, and targeting synergistic technology acquisitions to drive growth. We are pleased to report the Board of Directors has approved the renewal of the NCIB, allowing the Company to purchase up to a maximum of 5% of its outstanding shares.”
About Photon Control Inc.
Photon Control Inc. designs, manufactures and distributes a wide range of optical sensors and systems to measure temperature and position. These products are used by the world’s largest wafer fabrication equipment manufacturers and end users in the semiconductor and solid-state industries. Photon Control Inc.’s high quality products provide industry leading accuracy, speed and quality in the most extreme conditions and are backed by a team of experts providing a variety of on-site and remote services including custom design, installation, training and support. Headquartered in an ISO 9001:2015 manufacturing facility in Vancouver, BC, Photon Control Inc. is listed on TSX, trading under the symbol ‘’PHO.” Additional information about the company can be found at www.photoncontrol.com/investors.html
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News Release 01-2019
This news release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. These statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “consider”, “believe” or “continue” or the negative thereof or similar variations. Such forward-looking statements include, without limitation, the Company’s intention to repurchase its Common Shares and its capital allocation strategy. These forward-looking statements are based on certain factors and assumptions, including, without limitation the Company’s ability to return excess cash to its shareholders and execute its capital allocation strategy.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the failure to realize the anticipated benefits of the NCIB; the risk that the market price of the Common Shares will be too high to ensure purchases under the NCIB will benefit Photon and its shareholders; a failure to execute purchases under the NCIB; general economic, market and business conditions; stock market volatility; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s annual information form dated April 5, 2018 filed on SEDAR at www.sedar.com
The foregoing assumptions, risks and uncertainties are not exhaustive of the items that may affect our forward-looking statements. Should underlying assumptions prove to be incorrect or one or more of these risks and uncertainties materialize, actual results may vary materially from those described in the forward-looking statements. The Company’s forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made.
For the reasons set forth above, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements included herein if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.