CALGARY, Alberta, Aug. 14, 2026 (GLOBE NEWSWIRE) -- Computer Modelling Group Ltd. ("CMG" or the "Company") (TSX: CMG) is pleased to announce the formal commencement of the previously announced substantial issuer bid (the "Offer") under which the Company is offering to repurchase for cancellation up to C$20,000,000 of its outstanding common shares (the "Shares") by way of a "modified Dutch auction" that includes the ability for shareholders to participate via a proportionate tender, subject to the receipt of the necessary exemptive relief under applicable securities laws. The Offer commences on the date hereof and will expire on September 21, 2026, unless extended, varied or withdrawn. Further details regarding the Offer can be found in the Company's press release of August 11, 2026.
The Board of Directors of CMG believes that the purchase of Shares is in the best interests of the Company and its shareholders. Given CMG's strong cash flow profile and balance sheet, the Offer enables the Company to increase the pace and scale of repurchases in a disciplined manner, while maintaining flexibility to fund strategic growth priorities. The Company considers that the Shares are trading at a meaningful discount to intrinsic value. The Offer is expected to be accretive to remaining shareholders of CMG by increasing each continuing shareholder's proportional ownership in the Company at a price below the Company's assessment of long-term value. This decision is underpinned by confidence in the durability and quality of the Company's recurring revenue base, margin profile and free cash flow generation, as well as by the view that the market is not fully reflecting those fundamentals. The Offer is also enabled by the Company's strong liquidity position, including access to an essentially undrawn $100 million credit facility, while maintaining the capacity to fund its organic growth initiatives.
Importantly, the Offer is intended to complement - not replace - the Company's long-term capital allocation strategy, which continues to prioritize disciplined merger and acquisition alongside organic investment as drivers of long-term compounding growth. The acquisition pipeline remains active, but the Company will continue to be selective on price and expected returns. Finally, having completed the prior normal course issuer bid and being unable to renew it until November 2026, the Offer provides a timely and efficient mechanism to return capital now while preserving full financial flexibility to pursue strategic acquisitions that diversify and strengthen the business over the long term.
As of the date hereof, to the knowledge of the Company after reasonable inquiry, none of the Company's directors or officers and none of the persons that are known to the Company to beneficially own, control or direct, directly or indirectly, more than 10% of the voting rights attached to the Shares (on a non-diluted basis) intend to tender their Shares to the Offer.
The offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (collectively, the "Offer Documents") have been filed with the applicable securities regulators and were mailed to shareholders on August 14, 2026. The Offer Documents are also available free of charge under the Company's SEDAR+ profile at www.sedarplus.ca. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.
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 Shares. The solicitation and the offer to buy the Shares is being made only pursuant to the Offer Documents, which will contain full details of the Offer.
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. Such forward-looking information includes, but is not limited to, the Company's expectations regarding accretion, its expectations regarding future performance, plans and allocation strategy and the intentions of the insiders of the Company to tender Shares to the Offer. This forward-looking information is identified by the use of terms and phrases such as "will", "expect", "intend", "believe", "continue", and "strategy" and similar terminology, although not all forward-looking information contains these terms and phrases. 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. Forward-looking information is necessarily based on a number of opinions, estimates, and assumptions that the Company considered appropriate and reasonable as of the date such statements are made. Although the forward-looking information contained herein is based upon what the Company believes are reasonable assumptions, actual results may vary from the forward-looking information contained herein. Certain assumptions made in preparing the forward-looking information contained herein include, without limitation: the Company's future growth, cash flow generation, results of operations, trends in software licence sales, development plans and the status of the Company's software development projects, future capital and other expenditures (including the amount, nature and sources of funding thereof), availability of government grants, competitive advantages, plans for and results of research and development activity, the availability of qualified personnel and general business strategies, prospects and opportunities. Additional assumptions include receipt of all requisite approvals and exemptions in connection with the Offer; favourable market conditions; and the absence of changes to applicable laws, regulations or policies affecting issuer bids. Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause 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. Details of these risks are described in the Company's annual publicly filed documents, including the Annual Information Form for the year ended March 31, 2026 (which are available on the Company's profile on SEDAR+ at www.sedarplus.ca). The forward-looking information contained herein is current as of the date hereof and, except as required under applicable law, the Company does not undertake to update or revise it to reflect new events or circumstances. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of CMG, its financial or operating results, or its securities.
About CMG
CMG (TSX: CMG) is a global software and consulting company that combines science and technology with deep industry expertise to solve complex subsurface and surface challenges for the energy industry around the world. CMG is headquartered in Calgary, AB, with offices globally. For more information, visit www.cmgl.ca.
For investor inquiries, please contact:
Kim MacEachern
Director, Investor Relations
cmg-investors@cmgl.ca.
For media inquiries, please contact: marketing@cmgl.ca.
