TORONTO, June 9, 2026 /CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the "Company"), a global learning technology company, announced today that the board of directors (the "Board") has approved a substantial issuer bid (the "SIB") pursuant to which the Company will offer to purchase for cancellation up to C$20,000,000 of its Subordinate Voting Shares (the "SV Shares"). The SIB will commence on June 12, 2026, and will expire on July 17, 2026, unless extended, varied or withdrawn.

D2L 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 SV Shares wishing to tender to the SIB will be entitled to do so by making (i) an auction tender for a specified number of SV Shares at a price of not less than C$10.50 and not more than C$11.50 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 SV 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 SV Shares that will result in them maintaining their proportionate equity ownership in the Company following completion of the SIB. Shareholders who validly deposit SV Shares without specifying the method in which they are tendering such SV Shares will be deemed to have made a purchase price tender. All SV Shares purchased by the Company under the SIB will be cancelled.

The Board of D2L 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 SV 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 SV Shares pursuant to the SIB represents a 14.5% to 25.4% premium to the closing price of the SV Shares on the Toronto Stock Exchange (the "TSX") on June 9, 2026, being the last trading day before the SIB was announced. Over the 12-month period ended June 9, 2026, the closing prices of the SV Shares on the TSX have ranged from a low of C$7.15 to a high of C$19.05.

The SIB is optional for all shareholders, who are free to choose whether to participate, how many SV 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 SV Shares (or whose SV Shares are not repurchased under the SIB) will realize a proportionate increase in its equity interest in the Company, to the extent that SV 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 directors or officers intend to tender their SV Shares to the SIB.

As of the close of business on June 9, 2026, the Company had 27,008,889 SV Shares issued and outstanding.

The final purchase price to be paid by D2L for each validly deposited Share will be determined upon expiry of the SIB and will be based on the number of SV Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. As a result, D2L's shareholders who tender their SV 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$10.50 per Share and not more than C$11.50 per Share) that enables D2L to purchase all of the SV 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, SV Shares deposited pursuant to a purchase price tender will be deemed to have been deposited at the minimum price of C$10.50 per SV Share. If the aggregate purchase price of SV Shares deposited pursuant to auction tenders at C$10.50 per SV Share together with purchase price tenders exceeds the Auction Tender Limit Amount, the purchase price will be C$10.50 per SV Share. SV Shares deposited at or below the finally determined purchase price will be purchased at such purchase price, and SV Shares deposited at prices above the purchase price will be returned to shareholders.

If the aggregate purchase price for SV 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, D2L will purchase SV Shares from the holders of SV Shares who made valid purchase price tenders or tendered their SV Shares at or below the finally determined purchase price on a pro rata basis. Regardless of proration, D2L will always purchase at the purchase price such number of SV Shares from shareholders making valid proportionate tenders that results in such tendering shareholders maintaining their respective proportionate SV Share ownership in D2L following completion of the SIB (subject to nominal differences due to the quantity of SV Shares purchased from such shareholders being rounded down to the nearest whole number of SV 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 SV Shares, and the factors considered by D2L 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 D2L's profile on SEDAR+ at www.sedarplus.ca on June 12, 2026.

The SIB will not be conditional upon any minimum number of SV 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 D2L reserves the right, subject to applicable laws, to withdraw, extend or vary the SIB, if, at any time prior to the payment of deposited SV Shares, certain events occur.

The Company has engaged Canaccord Genuity as financial advisor and dealer manager for the SIB and Computershare Investor Services Inc. 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 SV 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 SV 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 SV Shares under the SIB and, if so, how many such SV Shares to deposit and at what price or prices.

In accordance with applicable Canadian securities laws, D2L has temporarily suspended repurchases of any SV Shares under the Normal Course Issuer Bid 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 SV Shares. The solicitation and the offer to buy the SV Shares is being made only pursuant to the Offer Documents, which contain full details of the SIB.

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, SV Shares to be bought back under the SIB, the actual number of SV 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").

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company's ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company's ability to generate revenue and expand its business while controlling costs and expenses; the Company's ability to manage growth effectively; the Company's assumptions regarding the principal competitive factors in our markets; the Company's ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions, ; business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company's ability to maintain positive relationships with its customer base and strategic partners; the Company's ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs, including demand for AI; the Company's ability to predict future learning trends and technology; the ability to patent new technologies and protect intellectual property rights; the Company's ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company's ability to retain key personnel; the factors and assumptions discussed under the "Financial Outlook" section of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified in our Annual MD&A, including "Summary of Factors Affecting Our Performance" or in the "Risk Factors" section of the Company's most recently filed annual information form, in each case filed under the Company's profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in higher education, corporate and K-12 at www.D2L.com.

SOURCE D2L Inc.