TORONTO, Nov. 26, 2025 (GLOBE NEWSWIRE) -- Altus Group Limited (“Altus Group” or the “Company”) (TSX: AIF), a leading provider of commercial real estate (“CRE”) intelligence, today announced the commencement of the previously announced substantial issuer bid (the “SIB”) pursuant to which Altus Group will offer to purchase for cancellation up to C$350,000,000 of its common shares (the “Shares”). The SIB commences on the date hereof and will expire on January 8, 2026, unless extended, varied or withdrawn.
Subsequent to the Company’s news release on November 20, 2025, Altus Group has, subject to the receipt of the necessary exemptive relief under applicable securities laws, determined to provide for proportionate tenders, such that the SIB will proceed by way of a “modified Dutch auction” that includes the ability for shareholders to participate via a proportionate tender. Holders of Shares wishing to tender to the SIB will be entitled to do so by making (i) an auction tender for a specified number of Shares at a price of not less than C$50.00 and not more than C$57.00 per Share, in increments of C$0.25 per Share; (ii) a purchase price tender without specifying a price per Share, but rather agreeing to have a specified number of Shares purchased at the purchase price to be determined by the auction tenders; or (iii) a proportionate tender in which they will agree to sell, at the purchase price to be determined by auction tenders, a number of Shares that will result in them maintaining their proportionate equity ownership in Altus Group following completion of the SIB. Shareholders who validly deposit Shares without specifying the method in which they are tendering such Shares will be deemed to have made a purchase price tender. All Shares purchased by the Company under the SIB will be cancelled.
The board of directors of Altus Group (the “Board”) believes that the SIB is in the best interests of the Company and its shareholders given, among other things, its cash on hand and the current market price of the Shares, which the Board believes does not currently reflect the fundamental value of the Company. The Company intends to fund the SIB with cash on hand.
The price range offered for the Shares pursuant to the SIB represents a 0.40% to 14.46% premium to the closing price of the Shares on the TSX on November 19, 2025, being the last trading day before the SIB was announced. Over the 12-month period ended Wednesday, November 19, 2025, the closing prices of the Shares on the TSX have ranged from a low of C$43.84 to a high of C$63.07.
The SIB is optional for all shareholders, who are free to choose whether to participate, how many Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholder who does not deposit its Shares (or whose Shares are not repurchased under the SIB) will realize a proportionate increase in its equity interest in the Company, to the extent that Shares are purchased under the SIB.
Jarislowsky Fraser Global Investment Management, a division of 1832 Asset Management L.P. (“JFL”), which, per publicly available ownership information, beneficially owns 5,701,547 Shares, representing approximately 13.19% of all issued and outstanding Shares as at November 25, 2025, has informed Altus Group that it will make a proportionate tender in connection with the SIB in order to maintain its proportionate equity ownership in Altus Group following completion of the SIB. None of Altus Group’s directors or officers intend to tender their Shares to the SIB.
As of the close of business on November 25, 2025, the Company had 3,222,129 Shares issued and outstanding (net of 79,328 escrowed Shares).
The final purchase price to be paid by Altus Group for each validly deposited Share will be determined upon expiry of the SIB and will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. As a result, Altus Group’s shareholders who tender their Shares (other than JFL and other shareholders who make a proportionate tender, which tenders will not be considered for purposes of determining the purchase price) will set the purchase price for the SIB. The purchase price will be the lowest price per Share (which will be not less than C$50.00 per Share and not more than C$57.00 per Share) that enables Altus Group to purchase all of the Shares collectively tendered pursuant to valid auction tenders at auction prices less than or equal to that price and pursuant to purchase price tenders, in each case for an aggregate purchase price not exceeding the amount available for auction tenders and purchase price tenders after giving effect to proportionate tenders (the “Auction Tender Limit Amount”). For the purpose of determining the purchase price, Shares deposited pursuant to a purchase price tender will be deemed to have been deposited at the minimum price of C$50.00 per Share. If the aggregate purchase price of Shares deposited pursuant to auction tenders at C$50.00 per Share together with purchase price tenders exceeds the Auction Tender Limit Amount, the purchase price will be C$50.00 per Share. Shares deposited at or below the finally determined purchase price will be purchased at such purchase price, and Shares deposited at prices above the purchase price will be returned to shareholders.
If the aggregate purchase price for Shares validly deposited and not withdrawn pursuant to auction tenders at or below the finally determined purchase price and purchase price tenders would collectively exceed the Auction Tender Limit Amount, Altus Group will purchase Shares from the holders of Shares who made valid purchase price tenders or tendered their Shares at or below the finally determined purchase price on a pro rata basis, except that “odd lot” holders (holders of fewer than 100 Shares) will not be subject to proration. Regardless of proration, Altus Group will always purchase at the purchase price such number of Shares from shareholders making valid proportionate tenders that results in such tendering shareholders maintaining their respective proportionate Share ownership in Altus Group following completion of the SIB (subject to nominal differences due to the quantity of Shares purchased from such shareholders being rounded down to the nearest whole number of Shares to avoid the purchase of fractional Shares).
The formal offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (collectively, the “Offer Documents”), which Offer Documents collectively contain the terms and conditions of the SIB, instructions for tendering Shares, and the factors considered by Altus Group and the Board in making its decision to approve and launch the SIB, among other things, are being filed with the securities regulatory authorities in Canada and have been mailed to the concerned recipients. The Offer Documents will be available under Altus Group’s profile on SEDAR+ at www.sedarplus.ca later today.
The SIB will not be conditional upon any minimum number of Shares being tendered and will be subject to conditions customary for transactions of this nature. The SIB will, however, be subject to other conditions described in the Offer Documents and Altus Group reserves the right, subject to applicable laws, to withdraw, extend or vary the SIB, if, at any time prior to the payment of deposited Shares, certain events occur.
The Board has obtained a liquidity opinion from RBC Capital Markets to the effect that, based upon and subject to the qualifications, assumptions and restrictions set out therein, (i) a liquid market for the Shares exists as of November 24, 2025, and (ii) it is reasonable to conclude that, following the completion of the SIB, there will be a market for the holders of the Shares who do not tender to the SIB, that is not materially less liquid than the market that existed at the time of the making of the SIB. A copy of the opinion of RBC Capital Markets will be included in the Offer Documents.
The Company has engaged RBC Capital Markets as financial advisor and dealer manager for the SIB and TSX Trust Company to act as depositary for the SIB.
The Board approved the making of the SIB, the size of the SIB and the purchase price range for Shares. However, none of the Company, the Board, the dealer manager or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the SIB. Shareholders are urged to carefully evaluate all information in the Offer Documents, consult their own financial, legal, investment, accounting and tax advisors and make their own decisions as to whether to deposit Shares under the SIB and, if so, how many such Shares to deposit and at what price or prices.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company’s Shares. The solicitation and the offer to buy the Shares is being made only pursuant to the Offer Documents, which contain full details of the SIB.
Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the SIB, at 1-800-387-0825 (Toll Free - North America), (416) 682-3860 or shareholderinquiries@tmx.com, or to RBC Capital Markets, as dealer manager for the SIB, at altussib@rbccm.com.
Forward-Looking Information
Certain information in this press release may constitute “forward-looking information” within the meaning of applicable securities legislation. All information contained in this Press Release, other than statements of current and historical fact, is forward-looking information, including statements regarding the Company’s intentions and expectations with respect to the SIB, the terms and conditions of the SIB, the receipt of necessary exemptive relief under securities laws, the expected expiry date of the SIB, Shares to be bought back under the SIB, the actual number of Shares to be taken up and paid for in connection with the SIB, the clearing price, the proration factor, the aggregate purchase price, and other statements that are not historical facts (collectively, “forward-looking information”). Generally, forward-looking information can be identified by use of words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “intend”, “plan”, “would”, “could”, “should”, “continue”, “goal”, “objective”, “remain” and other similar terminology. Generally, forward-looking information can be identified by use of words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “intend”, “plan”, “would”, “could”, “should”, “continue”, “goal”, “objective”, “remain” and other similar terminology.
Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may not be known and may cause actual results, performance or achievements, industry results or events to be materially different from those expressed or implied by the forward-looking information.
Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Those risks include, but are not limited to: the CRE market conditions; the general state of the economy; our financial performance; our financial targets; our international operations; acquisitions, joint ventures and strategic investments; business interruption events; third party information and data; cybersecurity; industry competition; professional talent; our subscription renewals; our sales pipeline; client concentration and loss of material clients; product enhancements and new product introductions; technological strategy; our use of technology; intellectual property; compliance with laws and regulations; privacy and data protection; artificial intelligence; our leverage and financial covenants; interest rates; inflation; our brand and reputation; our cloud transition; fixed price engagements; currency fluctuations; credit; tax matters; our contractual obligations; legal proceedings; regulatory review; health and safety hazards; our insurance limits; our ability to meet the solvency requirements necessary to make dividend payments; our share price; market liquidity and volatility; execution risks associated with any capital return programs (including any normal course issuer bid or substantial issuer bid), such as the availability of shares for purchase, unanticipated tax consequences, the level of shareholder participation in any substantial issuer bid, the timing, pricing, suspension or termination of any program, and our ability to fund repurchases while maintaining our targeted leverage and compliance with financial covenants; our capital investments; the issuance of additional common shares and debt; our internal and disclosure controls; and environmental, social and governance (“ESG”) matters and climate change, as well as those described in our annual publicly filed documents, including the Annual Information Form for the year ended December 31, 2024 (which are available on SEDAR+ at www.sedarplus.ca).
Investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects management’s current expectations and beliefs regarding future events and operating performance and is based on information currently available to management. Although we have attempted to identify important factors that could cause actual results to differ materially from the forward-looking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended. The forward-looking information contained herein is current as of the date of this press release and, except as required under applicable law, we do not undertake to update or revise it to reflect new events or circumstances. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Altus Group, our financial or operating results, or our securities.
About Altus Group
Altus Group connects data, analytics, applications and expertise to deliver the intelligence necessary to drive optimal CRE performance. The industry’s top leaders rely on our market-leading solutions and expertise to power performance and mitigate risk. Our global team of ~1,800 experts are making a lasting impact on an industry undergoing unprecedented change – helping shape the cities where we live, work, and build thriving communities. For more information about Altus Group (TSX: AIF) please visit www.altusgroup.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Camilla Bartosiewicz
Chief Communications Officer, Altus Group
(416) 641-9773
camilla.bartosiewicz@altusgroup.com
Martin Miasko
Sr. Director, Investor Relations and Strategy, Altus Group
(416) 204-5136
martin.miasko@altusgroup.com
