This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stock broker, bank manager, lawyer or other professional advisor.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer (as defined below) is not being made to Shareholders in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. This Offer has not been approved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is an offense

For U.S. Shareholders: The Offer is made by a Canadian issuer, for its own Shares (as defined below), and while the Offer is subject to the disclosure requirements of the province of Québec and the other provinces of Canada, U.S. Shareholders should be aware that these disclosure requirements are different from those of the United States. The financial statements of BRP have been prepared in accordance with International Financial Reporting Standards (IFRS) and Public Company Accounting Oversight Board (United States) (PCAOB) and therefore, they may not be comparable to financial statements of U.S. companies. The enforcement by U.S. Shareholders of civil liabilities under U.S. federal and state securities laws may be adversely affected by the fact that BRP is incorporated under the Canada Business Corporations Act and located in Canada, and that certain of its directors and officers are residents of Canada or other countries other than the United States.

March 31, 2022

BRP INC.

OFFER TO PURCHASE FOR CASH

UP TO C$250,000,000 IN VALUE OF ITS SUBORDINATE VOTING SHARES AT A PURCHASE PRICE OF

NOT LESS THAN C$103.00 AND NOT MORE THAN C$123.00 PER SUBORDINATE VOTING SHARE

BRP Inc. ("BRP" or the "Company") hereby offers, upon the terms and subject to the conditions described herein, to purchase for cancellation a number of subordinate voting shares of the Company (the "Shares") for an aggregate purchase price not exceeding $250,000,000. Only Shares will be taken up and purchased for cancellation pursuant to the Offer (as defined below). Holders of multiple voting shares of the Company (the "Multiple Voting Shares") are entitled to participate in the Offer by depositing their Multiple Voting Shares to the Offer. Only those Multiple Voting Shares proposed to be taken up by the Company will be converted into Shares immediately prior to take up. The purchase price of any Share taken up by the Company (the "Purchase Price") will be determined in the manner described below but will not be less than $103.00 and not more than $123.00 per Share.

The offer by the Company is subject to the terms and conditions set forth in this offer to purchase (the "Offer to Purchase"), the accompanying issuer bid circular (the "Circular"), and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery") (which together constitute, and are herein referred to as, the "Offer").

The Offer commences on the date hereof and expires at 5:00 p.m. (Montreal time) on May 6, 2022 unless withdrawn, extended or varied by the Company (the "Expiration Date"). The Offer is not conditional upon any minimum number of Shares being properly deposited under the Offer. The Offer is, however, subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer if, at any time prior to the payment of any Shares, certain events occur. See Section 7 of the Offer to Purchase, "Certain Conditions of the Offer".

Holders of Shares and Multiple Voting Shares (collectively, the "Shareholders") wishing to tender to the Offer may do so pursuant to:

  • auction tenders in which the tendering Shareholders specify the number of Shares being tendered at a price (the "Auction Price") of not less than $103.00 and not more than $123.00 per Share in increments of $0.25 per Share (the "Auction Tenders"); or

  • purchase price tenders in which the tendering Shareholders do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the Purchase Price to be determined by the Auction Tenders (the "Purchase Price Tenders").

Promptly following the Expiration Date, the Company will determine the Purchase Price, which will not be less than $103.00 and not more than $123.00 per Share. The Purchase Price will be the lowest price that enables the Company to purchase that number of Shares pursuant to valid Auction Tenders and Purchase Price Tenders having an aggregate purchase price not to exceed $250,000,000. If the Purchase Price is determined to be $103.00 (which is the minimum price per Share under the Offer), the maximum number of Shares that may be purchased by the Company is 2,427,184 Shares. If the Purchase Price is determined to be $123.00 (which is the maximum price per Share under the Offer), the maximum number of Shares that may be purchased by the Company is 2,032,520 Shares. If no Auction Tenders or Purchase Price Tenders are made pursuant to the Offer, no Shares will be purchased by the Company. For the purpose of determining the Purchase Price, Shares and Multiple Voting Shares tendered pursuant to a Purchase Price Tender will be considered to have been tendered at a price of $103.00 per Share (which is the minimum price per Share under the Offer). Shares and Multiple Voting Shares tendered by a Shareholder pursuant to an Auction Tender will not be purchased by the Company pursuant to the Offer if the price per Share or Multiple Voting Share specified by the Shareholder is greater than the Purchase Price. Shareholders who validly tender Shares or Multiple Voting Shares without specifying the method in which they are tendering their shares, will be deemed to have made a Purchase Price Tender.

Each Shareholder who has properly deposited Shares or Multiple Voting Shares pursuant to an Auction Tender at or below the Purchase Price or a Purchase Price Tender and who has not withdrawn such shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and the preferential acceptance of odd lots described herein.

The Purchase Price will be payable in Canadian dollars; however, Shareholders may elect to receive the Purchase Price in United States dollars as described in the Offer. The risk of any fluctuation in exchange rates, including risks relating to the particular date and time at which funds are converted, will be borne solely by the Shareholder.

If the aggregate purchase price for Shares and Multiple Voting Shares validly tendered and not withdrawn pursuant to Auction Tenders at Auction Prices at or below the Purchase Price and Purchase Price Tenders (the "Tender Amount") is less than or equal to $250,000,000 and the conditions of the Offer are satisfied or waived, the Company will purchase at the Purchase Price all Shares (including Shares underlying Multiple Voting Shares) so tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders. If the Tender Amount is greater than $250,000,000 and the conditions of the Offer are satisfied or waived, the Company will purchase a portion of the Shares (including Shares underlying Multiple Voting Shares) so tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders, as follows: (i) first, the Company will purchase all Shares tendered at or below the Purchase Price by Shareholders who own fewer than 100 Shares (the "Odd Lot Holders") at the Purchase Price; and (ii) second, the Company will purchase at the Purchase Price on a pro rata basis that portion of the Shares (including Shares underlying Multiple Voting Shares) tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders having an aggregate purchase price, based on the Purchase Price, equal to (A) $250,000,000, less (B) the aggregate amount paid by the Company for Shares tendered by Odd Lot Holders. If the Tender Amount is equal to or greater than $250,000,000, the Company will repurchase a total number of Shares having an aggregate purchase price equal to $250,000,000. If the Tender Amount is less than $250,000,000, the Company will repurchase a total number of Shares having an aggregate purchase price equal to the product of (i) $250,000,000 and (ii) a fraction, the numerator of which is the Tender Amount, and the denominator of which is $250,000,000.

All Auction Tenders and Purchase Price Tenders will be subject to adjustment to avoid the purchase of fractional Shares. All payments to Shareholders will be subject to deduction of applicable withholding taxes. See Section 3 of the Offer to Purchase, "Number of Shares and Proration".

Certificates for all Shares and Multiple Voting Shares not purchased under the Offer (including shares not purchased because of proration), or properly withdrawn before the Expiration Date, will be returned (in the case of certificates representing Shares or Multiple Voting Shares all of which are not purchased) or replaced with new certificates representing the balance of Shares or Multiple Voting Shares not purchased (in the case of certificates representing Shares or Multiple Voting Shares of which less than all are purchased), promptly after the Expiration Date or termination of the Offer or the date of withdrawal of the shares, without expense to the Shareholder. In the case of Shares or MultipleVoting Shares tendered through book-entry transfer, such shares will be credited to the appropriate account, without expense to the Shareholder.

Beaudier Inc. ("Beaudier") and 4338618 Canada Inc. ("4338618" and, collectively with Beaudier, "Beaudier Group"), which are the beneficial owners of 13,407,688 and 8,937,848 Multiple Voting Shares, respectively, representing in the aggregate approximately 27.6% of all issued and outstanding Shares and Multiple Voting Shares, have informed BRP that they intend to tender Multiple Voting Shares owned by them at a price and for a number of Multiple Voting Shares to be determined prior to the expiration of the Offer, with a view to, based on their assessment and assuming successful completion of the Offer, maintaining their proportionate ownership interests in BRP. Bain Capital Integral Investors II, L.P. ("Bain Capital" and, collectively with Beaudier Group, the "Principal Shareholders"), which is the beneficial owner of 15,796,615 Multiple Voting Shares, representing approximately 19.5% of all issued and outstanding Shares and Multiples Voting Shares, has informed the Company that it does not intend to participate in the Offer.

As of March 29, 2022, there were 38,080,761 Shares and 42,954,979 Multiple Voting Shares issued and outstanding. The Offer would be for approximately 3.0% of the total number of issued and outstanding Shares and Multiple Voting Shares if the Purchase Price is determined to be $103.00 (which is the minimum price per Share under the Offer) or approximately 2.5% of the total number of issued and outstanding Shares and Multiple Voting Shares if the Purchase Price is determined to be $123.00 (which is the maximum price per Share under the Offer).

The Shares are listed and posted for trading on the Toronto Stock Exchange ( the "TSX") under the symbol "DOO" on the Nasdaq Stock Market LLC ("Nasdaq") under the symbol "DOOO". On March 24, 2022, the last full trading day prior to the date of announcement of the Company's intention to make the Offer, the closing price of the Shares on the TSX was $88.57 per Share and US$70.79 per Share on Nasdaq. On March 29, 2022, the last full trading day prior to the public announcement by BRP of the price range being offered under the Offer, the closing price of the Shares on the TSX was $102.50 and US$82.12 per Share on Nasdaq.

In accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the Company has determined that: (i) a liquid market existed for the Shares at the time of the Offer, and (ii) it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for holders of Shares who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. The board of directors of BRP (the "Board of Directors") has also obtained, on a voluntary basis, an opinion from RBC Dominion Securities Inc. as of March 29, 2022 which, subject to the qualifications, assumptions and restrictions set out therein, confirms the determination of the Company with respect to market liquidity. A copy of the opinion is attached hereto as Schedule A.

The Board of Directors has approved the Offer. However, none of BRP, its Special Committee (as defined herein) or its Board of Directors, the Dealer Manager (as defined herein) or the Depositary (as defined herein) makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares or Multiple Voting Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Shares or Multiple Voting Shares under the Offer, and, if so, how many shares to deposit. Beaudier Group has informed the Company that it intends to tender Multiple Voting Shares owned by it at a price and for a number of Multiple Voting Shares to be determined prior to the expiration of the Offer, with a view to, based on its assessment and assuming successful completion of the Offer, maintaining its proportionate ownership interests in BRP, and Bain Capital has informed the Company that it does not intend to participate in the Offer. In addition, no director or officer of the Company has advised the Company that he or she intends to deposit Shares or Multiple Voting Shares under the Offer. See Section 3 "Purpose and Effect of the Offer", Section 9 "Interest of Directors and Officers - Ownership of BRP's Securities" and Section 10 "Arrangements Concerning Shares - Acceptance of the Offer" of the Circular.

Shareholders should carefully consider the income tax consequences of having Shares being purchased under the Offer. See Section 13 of the Circular, "Income Tax Considerations".

Shareholders wishing to deposit all or any portion of their Shares or Multiple Voting Shares pursuant to the Offer must comply in all respects with the delivery procedures described herein. See Section 5 of the Offer to Purchase, "Procedure for Depositing Shares and Multiple Voting Shares".

In accordance with applicable Canadian securities laws, BRP has suspended repurchases of any Shares under its existing normal course issuer bid announced on December 1, 2021 until after the expiry or termination of the Offer. See Sections 3 and 6 of the Circular, "Purpose and Effect of the Offer" and "Previous Purchases of Shares".

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF BRP AS TO WHETHER YOU SHOULD DEPOSIT OR REFRAIN FROM DEPOSITING SHARES OR MULTIPLE VOTING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN AS SET FORTH INTHIS OFFER. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BRP.

No Canadian, U.S. or foreign securities commission has approved or disapproved of this Offer or passed upon the merits or fairness of this Offer or passed upon the adequacy or accuracy of the information contained in this Offer. Any representation to the contrary is a criminal offense.

Any questions or requests for information regarding the Offer should be directed to Computershare Investor Services Inc. (the "Depositary") or RBC Dominion Securities Inc. (the "Dealer Manager") at the addresses and telephone numbers of the Depositary and the Dealer Manager set forth on the last page of the accompanying Circular.

The Offer will expire at 5:00 p.m. (Montreal time) on May 6, 2022, unless extended or withdrawn.

The Depositary for the Offer is:

Computershare Investor Services Inc.

Regular Mail:

Computershare Investor Services Inc.

P.O. Box 7021

31 Adelaide Street East Toronto, ON M5C 3H2 Attention: Corporate Actions

Telephone (outside North America): 1 (514) 982-7555

Toll Free (within North America): 1 (800) 564-6253

Email:corporateactions@computershare.com

Registered Mail, Hand or Courier

100 University Avenue

8th Floor

Toronto, ON M5J 2Y1 Attention: Corporate Actions

The Dealer Manager for the Offer is:

RBC Dominion Securities Inc.

Royal Bank Plaza, South Tower

200 Bay Street, 4th Floor Toronto, ON M5J2W7

Toll Free: 1 (855) 214-1269

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed with the securities regulatory authorities in Canada and filed with, or furnished to, the U.S. Securities and Exchange Commission (the "SEC"), are specifically incorporated by reference in this Offer:

  • our material change report dated March 31, 2022 related to this Offer;

  • our annual information form for the year ended January 31, 2022;

  • our audited annual consolidated financial statements for the years ended January 31, 2022 and January 31, 2021 and the accompanying report of independent registered public accounting firm thereon;

  • our management's discussions and analysis for the year ended January 31, 2022;

  • our notice of annual meeting of shareholders dated April 27, 2021; and

  • our management proxy circular dated April 27, 2021 related to our annual meeting of shareholders held on June 3, 2021.

All documents of the Company of the type referred to above (excluding confidential material change reports, if any) and business acquisition reports that it files with the securities regulatory authorities in Canada after the date of this Offer and prior to the termination of the Offer shall be deemed to be incorporated by reference in this Offer. To the extent that any document or information incorporated by reference into this Offer is included in a report that is filed with the SEC on Form 40-F or 6-K (or any respective successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to Form 13E-4F of which this Offer forms a part. Any statement contained in this Offer or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Offer to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer.

You should rely only on the information contained in or incorporated by reference in this Offer. We have not authorized anyone to provide you with different or additional information. You should not assume that the information contained in or incorporated by reference in this Offer is accurate as of any date other than the date of this Offer to Purchase or Circular.

WHERE YOU CAN FIND MORE INFORMATION

Information has been incorporated by reference in this Offer to Purchase and Circular from documents filed with the securities regulatory authorities in Canada and the United States. Copies of the documents incorporated by reference in this Offer to Purchase and Circular may be obtained upon written or oral request without charge upon request to the Senior Vice President, General Counsel and Public Affairs of the Company, Mr. Martin Langelier, at the head office: 726 Saint-Joseph Street, Valcourt, Québec, J0E 2L0.

You may also access our disclosure documents and any reports, statements or other information that we file with the securities regulatory authorities in each of the provinces of Canada through the Internet on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") and which may be accessed atwww.sedar.com. SEDAR is the Canadian equivalent of the SEC's Electronic Document Gathering and Retrieval System ("EDGAR") and which may be accessed atwww.sec.gov. In addition to our continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance with the Exchange Act, we file with and furnish to the SEC reports and other information. We have filed with the SEC an Issuer Tender Offer Statement on Schedule 13E-4F with respect to the Offer pursuant to Section 13(e)(1) of the Exchange Act and Rule 13e-4(g) promulgated thereunder.

You are invited to read and copy any reports, statements or other information that the Company files with the securities regulatory authorities in each of the provinces of Canada at their respective public reference rooms.

FORWARD-LOOKING STATEMENTS

Certain statements in this Offer (including, for greater certainty, in a document incorporated by reference) about the Offer, including the terms and conditions of the Offer, the number and aggregate dollar amount of Shares to be purchased for cancellation under the Offer, the expected Expiration Date of the Offer, as well as the Company's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments and other statements in this Offer that are not historical facts constitute "forward-

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BRP Inc. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 21:54:56 UTC.