Altus Group Limited, a leading provider of commercial real estate intelligence, in furtherance of the Company’s previously announced capital return objectives, today announced the commencement of a substantial issuer bid (the “SIB”) pursuant to which Altus Group will offer to purchase for cancellation up to C$200,000,000 of its common shares (the “Shares”). The SIB commences on the date hereof and will expire on April 21, 2026, unless extended, varied or withdrawn.
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$42.00 and not more than C$52.00 per Share, in increments of C$0.50 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 3.45% discount to 19.54% premium to the closing price of the Shares on the Toronto Stock Exchange (the “TSX”) on March 13, 2026, being the last trading day before the SIB was announced. Over the 12-month period ended March 13, 2026, the closing prices of the Shares on the TSX have ranged from a low of C$36.97 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.
As of the date hereof, to the knowledge of the Company after reasonable inquiry, none of the Company’s principal shareholders (i.e. a shareholder that owns 10% or more of the Shares) has indicated any present intention to deposit Shares under the SIB. In addition, none of the Company’s directors or officers intend to tender their Shares to the SIB.
As of the close of business on March 13, 2026, the Company had 39,666,476 Shares issued and outstanding (net of 191,057 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 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$42.00 per Share and not more than C$52.00 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$42.00 per Share. If the aggregate purchase price of Shares deposited pursuant to auction tenders at C$42.00 per Share together with purchase price tenders exceeds the Auction Tender Limit Amount, the purchase price will be C$42.00 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 March 13, 2026, 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.
As previously announced on February 19, 2026, the TSX approved the renewal of Altus Group’s normal course issuer bid (the “2026 NCIB”). Pursuant to the 2026 NCIB, Altus Group is permitted to purchase up to 3,248,929 Shares for cancellation during the period from February 25, 2026 to February 24, 2027, and from February 25, 2026 to March 13, 2026, Altus Group has purchased 796,371 Shares for cancellation thereunder. In accordance with applicable Canadian securities laws, Altus Group has temporarily suspended repurchases of any Shares under the 2026 NCIB until after the expiry or termination of the SIB.
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.
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