D2L Inc. announced that its board of directors has approved a substantial issuer bid to purchase for cancellation up to C$20,000,000 of its Subordinate Voting Shares. The modified Dutch auction offer allows shareholders to tender shares at a price between C$10.50 and C$11.50 per share. The bid commences on June 12, 2026, and is set to expire on July 17, 2026, unless extended or withdrawn.

Bid Mechanics and Pricing

The substantial issuer bid offers three methods for shareholders to tender: an auction tender at a specified price increment, a purchase price tender accepting the final clearing price, or a proportionate tender to maintain current equity ownership. The price range represents a premium of 14.5% to 25.4% over the closing price of C$9.17 on the Toronto Stock Exchange on June 9, 2026. The final purchase price will be the lowest price that allows the company to purchase all validly tendered shares without exceeding the total offer amount.

Financial Context and Strategy

The company intends to fund the repurchase using cash on hand, stating that the current market price does not reflect the fundamental value of the company. As of June 9, 2026, D2L had 27,008,889 Subordinate Voting Shares issued and outstanding. The board determined that the transaction is in the best interests of the company and its shareholders.

Operational Details

D2L has engaged Canaccord Genuity as financial advisor and dealer manager, and Computershare Investor Services Inc. as the depositary. The company has temporarily suspended repurchases under its Normal Course Issuer Bid until the expiry or termination of the substantial issuer bid. None of the company's directors or officers intend to tender their shares to the offer.

The offer is not conditional on a minimum number of shares being tendered but is subject to customary conditions. Formal offer documents will be available on SEDAR+ starting June 12, 2026.