CAE (Nasdaq: CAE; Toronto Stock Exchange: CAE) announced on Thursday that it has initiated a solicitation of consents and proxies, intending to amend the terms of its 5.541% Series senior unsecured notes. These notes are due on June 12, 2028, and represent a total principal amount of $400 million.
CAE indicates that this solicitation of written consent and power of attorney is aimed at enabling the holders to consider amending the definitions related to accounting standards in the main trust deed through a special resolution. The complete text of the relevant amendments is contained in the joint statement regarding the solicitation of consents and power of attorney.
The company stated that as part of its ongoing transformation, and in order to align the financial reporting of CAE with that of its aerospace and defense peers, it is exploring the possibility of transitioning from IFRS to U.S. Generally Accepted Accounting Principles (GAAP). If this change is adopted, it will apply to the fourth quarter ending March 31, 2027, and the entire fiscal year, and will be handled using a full retroactive approach. CAE indicated that a project team has been established and a project plan has been developed, and the potential impact of transitioning to U.S on the consolidated financial statements is currently being assessed. The proposed revision mentioned herein is related to this potential transition; if this accounting policy change is adopted, the main trust agreement will also need to be correspondingly revised.
CAE indicates that a written consent and power of attorney from the noteholders are being sought for the proposed amendment. If approval is not obtained within the threshold of written consent specified in the solicitation statement, the company intends to hold a meeting with the noteholders on December 16, 2026, at 9:00 a.m. (Eastern Time), at the Norton Rose Fulbright Canada LLP office on the 27th floor of 1, Place Ville Marie, in Montreal, Quebec, Canada.
The registration date for those entitled to receive notifications, submit written consent and proxies, and vote at the meeting is 5:00 p.m. on November 9, 2026 (Eastern Time, USA). As of the registration date, each $1,000 in principal of the notes entitles one vote.
The proposed revisions are based on the contract, and for related details, please refer to the solicitation statement. The revised supplementary contract text is included in Appendix B of that statement.
If CAE obtains the required approval through written consent or by passing a resolution to amend at a meeting, and the proposed amendment becomes effective upon the signing of a second supplementary agreement, then those who authorize and instruct CDS's participants to choose to agree before the consent deadline, and those participants who make such a choice through CDSX, or who vote in favor of the proposed amendment at the meeting, or who cause their notes to vote in favor of the proposed amendment at the meeting, will be entitled to an agreement fee of $1 per $1,000 of principal. Holders who fail to submit a valid consent form before the consent deadline, or a valid power of attorney before the deadline for the power of attorney, or who do not vote in favor of the amendment resolution at the meeting, will not be entitled to the agreement fee, regardless of whether the proposed amendment is approved or not. Any agreement fees due to the note holders will be paid as soon as possible by CAE to Canadian Computershare Advantage Trust of Canada (as payment agents), who will then pay them to the registered holders CDS & Co. Subsequently, it will be distributed in accordance with the applicable procedures of CDS Clearing and Depository Services Inc. This agreement fee is interest-free and does not accrue any interest.
For the proposed revision to take effect, one of the following conditions must be met: firstly, written consent from holders representing not less than 66 and 2/3 of the total principal amount of the outstanding notes; secondly, at the meeting, a majority of votes in favor corresponding to not less than 66 and 2/3 of the principal amount of the outstanding notes among the note holders present and entitled to vote on the resolution.
CAE The board of directors unanimously recommends that the noteholders agree to and vote in support of the proposed amendment.
The deadline for billholders to submit their consents is before 5:00 PM on November 26, 2026 (Eastern Time, USA); if a meeting is required, the deadline to submit the power of attorney is before 5:00 PM on December 14, 2026 (Eastern Time, USA). In the event that the meeting is postponed or delayed, the deadline will be three working days prior to the new date at 5:00 PM (Eastern Time, USA). However, CAE may decide to modify, waive, or extend the above deadlines at its own discretion. CAE reserves the right to terminate, cancel, extend, or modify these consent and power of attorney collection terms at any time before the consent deadline, the power of attorney deadline, or the meeting date. Holders of bills through intermediary institutions should be aware that such institutions may set return deadlines for instructions much earlier than the consent and power of attorney deadlines. If there are any questions regarding how to submit instructions, they should contact brokers or other intermediary institutions for assistance.
This press release is for informational purposes only. The consent and proxy solicitation shall be conducted in accordance with the terms and conditions listed in the solicitation statement. Copies of the solicitation statement can be obtained from Scotia Capital Inc. For more information, please call 1-416-863-7438 or email [email protected]. Scotia Capital Inc has been appointed as the agency for this solicitation. Noteholders should carefully read the solicitation statement to understand the detailed terms of consent to the solicitation and the procedures for consenting to the proposed amendments.
The instrument is registered in the names of CDS and Co; the latter acts as the proxy for CDS Clearing, and, and Depository Services Inc. It is anticipated that CAE and Co will issue a power of attorney, authorizing one or more intermediary institutions (such as banks, trust companies, securities traders, brokers, or other fiduciary/intermediary organizations) that act as CDS parties to submit consent and authorization on behalf of the ultimate beneficial holders of the instruments. Beneficial holders should contact their intermediary institutions to obtain information and guidelines regarding how to give consent and vote.
Intermediary institutions have their own mailing procedures and return instructions that beneficiaries should follow carefully. Beneficiaries who have made a choice regarding written consent and authorization must strictly adhere to the procedures and instructions received from their respective intermediary institutions. If assistance is needed, they should contact the intermediary institutions. Intermediary institutions may set return deadlines that are much earlier than the deadline for consent or the expiration date of the authorization letter.
If you have any questions regarding this consent and power of attorney collection, please contact:
- Scotia Capital Inc.
- 40 Temperance Street, 4th Floor
- Toronto, Ontario M5H 0B4
- Attention : Liability Management
- Telephone: 416-863-7438
- Email: [ email protected ]
Forward-looking Statements Warning
This press release contains forward-looking statements regarding the company's activities, events, and future development, such as the process for soliciting consents and proxies, solicitation statements and other materials, consent expiration dates, proxy expiration dates, the timing, format, and manner of meetings, payment of consent fees, expected approval of proposed amendments, expected timing and impact, the company's intention to implement such amendments, the signing of a second supplementary agreement, or statements regarding CAE's conversion to U.S and GAAP. Since forward-looking statements and information involve future events or future performance and reflect current expectations or views regarding such events, they are typically identified by words such as "expected," "believes," "may," "estimates," "projects," "future," "indicates," "intends," "likely," "perhaps," "plans," "potential," "seeks," "should," "strategic," "will," "trend," or their negative forms, or other expressions that imply future results. All of the aforementioned statements constitute "forward-looking statements" as defined by Canadian securities law and also constitute "forward-looking statements" as defined by the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements require the company to make assumptions and are subject to inherent risks and uncertainties related to its business, which may result in significant differences between actual results in future periods and those indicated in the forward-looking statements. Although these statements are based on management's expectations and assumptions regarding historical trends, current conditions, and expected future developments, as well as other factors that management deems reasonable and appropriate under the circumstances at the time, readers are cautioned not to rely excessively on these forward-looking statements, as they may not be accurate. The forward-looking statements in this press release reflect expectations as of November 12, 2026, and may change thereafter. Significant risks that could lead to such differences include, but are not limited to, those discussed and analyzed by management in the CAE for the fiscal year ending March 31, 2026 ( MD &A), and those identified in the MD &A for the interim period ending September 30, 2026. These documents can be found on the CAE website ( www.cae.com ), SEDAR + ( www.SEDARplus.ca ), and EDGAR ( www.sec.gov ). Readers should be aware that any risks disclosed may have a material adverse effect on the forward-looking statements.
Disclaimer
This press release does not constitute, nor should it be regarded as, part of an offer to sell securities in the United States or any other jurisdiction where such offers are illegal; nor shall it, in whole or in part, serve as a basis for any contract or commitment, or as an inducement to enter into any contract or commitment.
The information regarding CAE and the solicitation of consents and proxies in this press release is not exhaustive, nor does it contain all the information that investors may wish to know when assessing whether to approve the proposed amendments. All information should be subject solely to the solicitation statement and the publicly disclosed information in CAE, as well as the forward-looking statements contained in this press release.
CAE and none of its directors, executives, or employees make any express or implied statements or warranties regarding the accuracy, completeness, or fairness of the information or opinions contained in this press release, and no one assumes any responsibility or obligation in this regard. CAE does not assume any responsibility or commitment to provide additional information to investors, update this press release, or correct any inaccuracies or omissions that may become apparent when providing this press release. The information and opinions in this press release are valid as of the date of issuance. The content of this press release should not be construed as legal, financial, or tax advice. Each investor should consult their own legal counsel, independent financial advisor, or tax advisor regarding legal, financial, or tax matters.
About CAE
CAE is committed to making the world a safer place. The company provides advanced training, simulation, and critical operations solutions to prepare aviation professionals and defense forces for critical moments. Every day, we help pilots, cabin crew, maintenance technicians, airlines, business aviation operators, as well as defense and security personnel to perform at their best in high-risk scenarios. CAE has locations and training sites in over 40 countries around the world, ready to serve our customers at any time. For nearly 80 years, CAE has been at the forefront of innovation, continuously setting standards with high-fidelity flight simulators and training solutions, and integrating sustainable development into the core of its business. By empowering people with technology and enhancing their performance, the company strives to be a trusted partner in advancing safety and mission readiness capabilities – both today and in the future.
CAE Contact Information:
- Media Relations: Samantha Golinski, Senior Vice President, Communications Department, +1-438-805-5856, [ email protected ]
- Investor Relations: Andrew Arnovitz, Chief Strategy Officer, +1-514-734-5760, [ email protected ]
