Stock Price
TSX:MDS
PRICE: $
CHANGE:
VOLUME:314,500
NYSE:MDZ
PRICE: $
CHANGE:
VOLUME:67,800
Investor Information
122.0 million shares outstanding
(April 30, 2008)
Market cap of C$ 2.43 billion
(April 30, 2008)
Investor Links
2007 Substantial Issuer Bid FAQs
The following information is informational only and does not constitute an offer to buy or the solicitation of an offer to sell MDS shares. The full details of the tender offer, including complete instructions on how to tender shares, along with the letter of transmittal and related materials, have been mailed to shareholders. Shareholders should carefully read the Tender Offer Statement on Schedule TO, the offer to purchase, the issuer bid circular, the related letter of transmittal and other related materials because they contain important information, including the various terms and conditions of the offer. Please refer to the offer to purchase and circular at http://www.sedar.gov.
- What is a modified Dutch tender and how does it work?
- Who is offering to purchase shares?
- Why is MDS making the offer?
- Has the MDS board approved this?
- How many shares is MDS offering to purchase?
- What is the purchase price for the shares and how long do I have to tender my shares?
- Can the offer be extended, amended or terminated, and if so, under what circumstances?
- How can I find out if the offer is extended?
- How do I tender my shares?
- Can I tender part of my shares at different prices?
- Can I withdraw my previously tendered shares and what are the conditions?
- How do I withdraw my previously tendered shares?
- What happens if more than $500 million in shares are tendered in the offer?
- What will happen if I do not tender my shares?
- Will I have to pay brokerage commissions if I tender my shares?
- How will MDS pay for the shares?
- When and how will MDS pay for the shares I tender that are accepted for purchase?
- What is the benefit to sharesholders?
- Will MDS directors, executive officers or significant outstanding shareholders tender shares in the offer?
- What are the conditions to the offer?
- What is the recent market price for the shares?
- What are the Canadian and United States federal income tax consequences if I tender my shares?
- Who can I contact if I have questions about the offer?
Is your question not covered here? Please email Investor Relations with your question.
2007 Substantial Issuer Bid FAQs
1. What is a modified Dutch tender and how does it work?
A modified Dutch tender offer operates like an auction; a company offers to repurchase a specific number of shares within a given price range. Shareholders are invited to tender shares over a 35 calendar day period, and do so by specifying the lowest price within the range that they will accept.
The company collects investor offers, and purchases the tendered shares up to the specified share limit at the lowest price possible. If the company receives more offers at the accepted price than the specified share number, all shareholders who tendered at or below the accepted price will receive a pro-rata allocation.
2. Who is offering to purchase shares?
MDS Inc., which we refer to as "we," "us," the "Company" or "MDS" is offering to purchase up to $500 million in Common shares in the offer.
3. Why is MDS making the offer?
Our Board of Directors believes that our shares have been trading in price ranges that do not fully reflect the value of MDS's business and future prospects, and that, accordingly, the purchase of shares under the offer represents an effective use of MDS's financial resources and is in the best interests of MDS and our shareholders. See Section 2 of the Issuer Circular - "Purpose and Effect of the Offer" for more information on the reasons considered by our Board of Directors in making the offer.
4. Has the MDS board approved this?
Yes. MDS's Board of Directors unanimously approved the offer; however they have made no recommendation in this regard.
None of MDS, any member of its Board, the dealer managers, the information agent or the depositary makes any recommendation to any shareholder as to whether to deposit or refrain from depositing any or all of such shareholder's shares. No person has been authorized to make any such recommendation. Shareholders are urged to evaluate carefully all information in the offer, consult their own investment and tax advisors and make their own decisions whether to deposit shares and, if so, how many shares to deposit and, in the case of auction tenders, at what price or prices. Shareholders should carefully consider the income tax consequences of accepting the Offer. See Section 8 of the Issuer Circular - "Income Tax Considerations".
5. How many shares is MDS offering to purchase?
MDS is offering to purchase up to $500 million in shares in the offer or such fewer number of shares as are properly tendered by our shareholders and are not withdrawn prior to the expiration date for the offer. For example, if the purchase price is determined to be $21.00 per share, the minimum purchase price under the offer, the maximum number of shares that will be purchased will be 23,809,523 or 16.5% of our outstanding shares.
As of October 31, 2006, there were approximately 144 million shares of MDS issued and outstanding. The offer is not conditioned on any minimum number of shares being tendered.
See Page 10 of the "Offer to Purchase".
6. What is the purchase price for the shares and how long do I have to tender my shares?
The price range for the offer is C$21.00 to C$23.50 per share. This offer will expire on April 5, 2007, at 5:00 p.m., Eastern Time, unless we extend it.
7. Can the offer be extended, amended or terminated, and if so, under what circumstances?
Subject to applicable law, the offer can be extended, amended or terminated for any reason, at the discretion of the Company.
See Section 7 of the Offer to Purchase - "Extension and Variation of the Offer".
We will issue a press release by 9:00 a.m., Eastern Time, on the business day after the previously scheduled expiration date if we decide to extend the offer.
9. How do I tender my shares? To tender your shares:
If you hold your shares in your own name and decide to tender your shares, you must:
(i) Deliver your share certificate(s) and a properly completed Letter of Transmittal to the Depositary address below:
CIBC Mellon Trust Company
By Mail
CIBC Mellon Trust Company
P.O. Box 1036, Adelaide Street Postal Station
Toronto, ON M5C 2K4
By Hand or Overnight Courier
CIBC Mellon Trust Company
199 Bay Street
Commerce Court West
Securities Level
Toronto, ON M5L 1G9
Attention: Corporate Actions
or
(ii) The Depositary (CIBC Mellon) must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed Letter of Transmittal;
or
(iii) You must comply with the guaranteed delivery procedure, prior to 5:00 p.m., Eastern Time, on April 5, 2007, unless the offer is extended.
If your shares are held through a broker, dealer, commercial bank or other nominee, you must request the broker, dealer, commercial bank, trust company or other nominee to make the tender for you.
You may also contact MDS Investor Relations; CIBC Mellon, or the Dealer Managers for assistance at the following telephone numbers or addresses:
CIBC Mellon Trust Company
By Mail
CIBC Mellon Trust Company
P.O. Box 1036 , Adelaide Street Postal Station
Toronto, ON M5C 2K4
By Hand or Overnight Courier
CIBC Mellon Trust Company
199 Bay Street
Commerce Court W.
Securities Level
Toronto , ON M5L 1G9
Attention: Corporate Actions
Telephone: (416) 643-5500
Toll Free: 1-800-387-0825
E-mail: Inquiries@cibcmellon.com
Dealer Managers
In the United States :
RBC Capital Markets Corporation
165 Broadway
One Liberty Plaza, 4th Floor
New York, New York 10006
In Canada :
RBC Dominion Securities Inc.
200 Bay Street
Royal Bank Plaza
South Tower, 4th Floor
Toronto, Ontario M5J 2W7
Toll Free: 1-866-529-1620
MDS Investor Relations
MDS Inc.
2700 Matheson Blvd. East
Suite 300, West Tower
Mississauga, Ontario L4W 4V9
Telephone: (416) 675-7661
10. Can I tender part of my shares at different prices?
Yes, you can elect to tender part of your shares at one price and an additional number of shares at a second price. However, you cannot tender the same shares at different prices. If you tender some shares at one price and other shares at another price, you must use a separate Letter of Transmittal for each tender.
See Section 3 of the Offer to Purchase - "Procedure for Depositing Shares".
11. Can I withdraw my previously tendered shares and what are the conditions?
Yes. You can withdraw any shares you have tendered at any time if the shares have not been taken up by MDS or if the shares have not been paid for by MDS within three business days of being taken up.
See Section 4 of the Offer to Purchase - "Withdrawal Rights".12. How do I withdraw my previously tendered shares?
You must deliver a timely written notice of your withdrawal to the Depositary at the address below. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares.
Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer.
See Section 4 of the Offer to Purchase - "Procedure for Depositing Shares".
CIBC Mellon Trust Company
By Mail
CIBC Mellon Trust Company
P.O. Box 1036, Adelaide Street Postal Station
Toronto, ON M5C 2K4
By Hand or Overnight Courier
CIBC Mellon Trust Company
199 Bay Street
Commerce Court W.
Securities Level
Toronto, ON M5L 1G9
Attention: Corporate Action
13. What happens if more than $500 million in shares are tendered in the offer?
If the aggregate purchase price exceeds $500M then deposited shares will be purchased on a pro rata basis according to the number of shares deposited at or below the purchase price; odd lot deposits will not be subject to pro ration.
See Section 2 of the Offer to Purchase - "Number of Shares and Pro-ration".
14. What will happen if I do not tender my shares?
Upon the completion of the offer, non-tendering shareholders will realize a proportionate increase in their relative ownership interest in us and thus in our future profits or losses and assets, subject to our right to issue additional shares and other equity securities in the future. The amount of our future cash assets will be reduced by the amount paid and expenses incurred in connection with this offer.
See Section 1 of the Issuer Circular - "Certain Information Pertaining to MDS Inc." and Section 2 of the Issuer Circular - "Purpose and Effect of the Offer".
15. Will I have to pay brokerage commissions if I tender my shares?
If you are a registered stockholder and you tender your shares directly to the Depositary, you will not incur any brokerage commissions. If you hold your shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable.
See Section 3 of the Offer to Purchase - "Procedure for Depositing Shares".
16. How will MDS pay for the shares?
We expect to fund the purchase of shares under the offer and the payment of related fees and expenses from available cash on hand. The offer is not conditioned upon the receipt of financing.
See Section 10 of the Issuer Circular - "Source of Funds".
17. When and how will MDS pay for the shares I tender that are accepted for purchase?
We will pay the purchase price (less applicable withholding taxes, if any) in cash, without interest, for the shares we purchase promptly after the expiration of the offer. In the event of pro-ration, we do not expect to be able to commence payment for shares until at least three business days after the expiration date.
Under no circumstances will MDS pay interest on the purchase price, even if there is a delay in making payment.
See Section 6 of the Offer to Purchase - "Acceptance for Payment for Shares".
18. What is the benefit to shareholders?
We believe the offer will provide shareholders with the opportunity to tender all or a portion of their shares; and consequently, receive a return of capital if they elect to participate.
19. Will MDS directors, executive officers or significant outstanding shareholders tender shares in the offer?
MDS's directors and executive officers have advised the Company that they do not intend to tender shares under the offer. MDS has contacted the persons who have indicated that they beneficially own or exercise control or direction over more than 10% of the outstanding shares, and they have indicated that they do not intend to tender any of their MDS shares under the offer.
20. What are the conditions to the offer?
The offer is subject to a number of conditions, such as the absence of court and governmental action prohibiting the offer and of changes in general market conditions or our business that, in our reasonable judgment, make it inadvisable to proceed with the offer.
See Section 5 of the Offer to Purchase - "Certain Conditions of the Offer".
21. What is the recent market price for the shares?
On February 23, 2007, the last trading day before the announcement of the offer, the last reported sale price of our shares on the Toronto Stock Exchange was C$21.20 per share and on the NYSE Market was US$18.33 per share.
You are urged to obtain current market quotations for the shares before deciding whether and at which purchase price or purchase prices to tender your shares.
See Section 6 of the Issuer Circular - " Price Range of the Shares, Dividends; Previous Sales and Purchases of Shares".
22. What are the Canadian and United States federal income tax consequences if I tender my shares?
Shareholders should carefully consider the income tax consequences of depositing shares pursuant to the offer. See Section 8 of the Issuer Circular - "Income Tax Considerations".
Shareholders should also seek advice from their own tax advisors as to the specific tax consequences to them of a purchase by us of their shares under the offer.
23. Who can I contact if I have questions about the offer?
For further information regarding the offer, shareholders with questions or who would like additional copies of the offer documents may call the depositary - CIBC Mellon Trust Company, or the dealer managers, or consult with their own brokers. The address, telephone and facsimile numbers of the depositary and the dealer managers are:
Information Agent
CIBC Mellon Trust Company
1. 800.387.0825
inquiries@cibcmellon.com
Dealer Managers
In the United States:
RBC Dominion Securities Corporation
In Canada:
RBC Dominion Securities Inc.
1.866.529.1620