Chorus Aviation completes $50M share buyback offer

Executive Summary

• Chorus Aviation Inc. has completed the final results of its substantial issuer bid to repurchase up to $50 million of its Class A and Class B voting shares.
• The company purchased 2,061,855 shares at $24.25 per share, representing approximately 8.1% of the total issued and outstanding shares as of September 25, 2025.
• The offer was oversubscribed; 2,090,782 shares were tendered, with successful tenderers having approximately 98.6% of their shares purchased (excluding odd lots).

Key Details

• Transaction Structure: Substantial issuer bid to purchase Class A variable voting shares and Class B voting shares for cancellation.
• Purchase Price: $24.25 per share.
• Shares Purchased: 2,061,855 shares.
• Aggregate Purchase Price: Approximately $50 million CAD (excluding fees and expenses).
• Percentage of Outstanding Shares: The purchased shares represent approximately 8.1% of the total number of issued and outstanding shares as of Sept. 25, 2025.
• Remaining Outstanding Shares: 23,415,381 shares remain outstanding after giving effect to the offer.
• Tendering Statistics:
  • Total shares properly tendered and not withdrawn: 2,090,782.
  • Pro-rata factor for successful tenderers: Approximately 98.6%.
  • Odd lot tenders (holders owning fewer than 100 shares) were not subject to pro-ration.
• Tax Implications (Canada):
  • Estimated paid-up capital per share: $15.75.
  • Deemed dividend: Shareholders are deemed to have received a dividend equal to the excess of the purchase price ($24.25) over the paid-up capital ($15.75).
  • Dividend Designation: The deemed dividend is designated as an "eligible dividend" for Canadian federal and provincial/territorial tax purposes.
  • Specified Amount (Subsection 191(4) of Income Tax Act): $23.06.
• Payment Mechanism: Payment will be made by tendering the aggregate purchase price to the depositary (TSX Trust Company), who will effect payment to shareholders. Invalidly tendered or non-accepted shares will be returned promptly.

Notable Quotes

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