Boston, MA, Aug. 18, 2026 (GLOBE NEWSWIRE) -- MiniLuxe Holding Corp. (TSXV: MNLX) (“MiniLuxe” or the “Company”) today announced that its board of directors has authorized the initiation of a substantial issuer bid (the “Offer”) pursuant to which the Company will offer to repurchase for cancellation up to C$6 million of its Class A Subordinate Voting Shares (the “Subordinate Voting Shares”).
The Offer will commence on August 20, 2026 and will expire on September 24, 2026, unless extended or withdrawn. The Company has engaged Computershare Investor Services Inc. to act as the depositary for the Offer.
The Offer is being made by way of a “modified Dutch auction”, which will allow shareholders who choose to participate in the Offer to individually select the price, within a range of not less than C$0.40 per Subordinate Voting Share and not more than C$0.48 per Subordinate Voting Share (in increments of C$0.02 per Subordinate Voting Share), at which they are willing to sell their Subordinate Voting Shares. Upon expiry of the Offer, the Company will determine the lowest purchase price (which will not be less than C$0.40 per Subordinate Voting Share and not more than C$0.48 per Subordinate Voting Share) that will allow it to purchase the maximum number of Subordinate Voting Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding C$6 million.
Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they will specify the number of Subordinate Voting Shares being tendered at a specific price per Subordinate Voting Share, or (ii) purchase price tenders in which they will agree to have a specified number of Subordinate Voting Shares purchased at the purchase price to be determined pursuant to the auction and have their Subordinate Voting Shares considered as having been tendered at the minimum price of C$0.40 for the purposes of determining the purchase price. Shareholders who validly deposit Subordinate Voting Shares without specifying the method in which they are tendering their Subordinate Voting Shares will be deemed to have made a purchase price tender.
The directors, officers and other insiders of the Company have advised that they will not tender any of their shares pursuant to the Offer.
During the seven months ended July 31, 2026, the closing prices of the Subordinate Voting Shares on the TSX Venture Exchange ("TSXV") have ranged from a low of C$0.235 to a high of C$0.355. The closing price of the Subordinate Voting Shares on the TSXV on August 17, 2026 (the last full trading day before the Company announced its intention to make the Offer) was C$0.385.
As of today’s date, 86,669,259 Subordinate Voting Shares were issued and outstanding. Accordingly, the Offer is for up to 15,000,000 Subordinate Voting Shares or approximately 17.3% of the total number of Subordinate Voting Shares now issued and outstanding, if the purchase price is determined to be the minimum purchase price per Subordinate Voting Share of C$0.40 or up to 12,500,000 Subordinate Voting Shares or approximately 14.4% of the total number of Subordinate Voting Shares now issued and outstanding, if the purchase price is determined to be the maximum purchase price per Subordinate Voting Share of C$0.48 (in each case, based on full participation).
The Offer is optional for all shareholders, who are free to choose whether to participate, how many Subordinate Voting Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholders who do not deposit their Subordinate Voting Shares (or whose Subordinate Voting Shares are not repurchased under the Offer) will realize a proportionate increase in their equity interest in the Company, to the extent that Subordinate Voting Shares are purchased under the Offer.
The Company is not obligated to purchase any Subordinate Voting Shares pursuant to the Offer, and may elect to not proceed with the Offer, if the aggregate purchase price of all Subordinate Voting Shares validly tendered and not properly withdrawn is less than C$1,000,000, or if any other condition disclosed in the formal offer to purchase and issuer bid circular is not satisfied or waived.
The Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if certain events occur. The Offer is expected to remain open for acceptance until 5:00 p.m. (Eastern Time) on September 24, 2026, unless extended or withdrawn.
Neither the Company nor its board of directors makes any recommendation to any shareholder as to tender or refrain from tendering shares, and the Company has not authorized any individual to make such recommendation. Shareholders are strongly urged to read and carefully evaluate all information in the Offer Documents before making any decision with respect to the tender offer and should consult their own broker or other financial and tax advisors prior to making any decision with respect to the Offer.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Details of the Offer, including instructions for tendering Subordinate Voting Shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”). The Offer Documents will be mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at the Company’s profile at www.sedarplus.com, and will also be posted on the Company's website at www.miniluxe.com.
About MiniLuxe
MiniLuxe Holding Corp. is a Boston-based lifestyle brand and talent empowerment platform transforming the fragmented beauty and self-care industry through its premium service brand, proprietary products, and operating platform. For more than 15 years, MiniLuxe has delivered high-quality nail care, waxing, and esthetic services through a growing network of company-owned, joint venture, and partner-operated studios, completing more than 5 million services to date.
The Company is recognized for its elevated service experience, rigorous hygiene standards, non-toxic products, modern studio design, and commitment to socially responsible labor practices. MiniLuxe's differentiated model is designed to create better outcomes for both clients and beauty professionals through career development, economic mobility, equity participation, and future ownership opportunities.
MiniLuxe is expanding its reach through a multi-pronged growth strategy that includes new studio development, franchising, and the acquisition and conversion of existing nail salons. By combining a trusted consumer brand, proprietary products, operating expertise, and technology-enabled systems, the Company offers entrepreneurs and operators the opportunity to partner with a proven platform while preserving a strong focus on talent development and service excellence.
Through its growing studio network and product portfolio, MiniLuxe seeks to build the leading trusted brand in beauty and self-care while generating long-term value for clients, talent, and shareholders.
For further information
Christine Mastrangelo
Investor Relations, MiniLuxe Holding Corp.
cmastrangelo@MiniLuxe.com
MiniLuxe.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company's financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In addition, statements in this press release concerning the proposed completion of the Offer, including the price at which the Company may purchase Subordinate Voting Shares under the Offer and the number of Subordinate Voting Shares to be purchased, may contain forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "budgets", "scheduled", "estimates", "outlook", "forecasts", "projects", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.
Many factors could cause the Company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the "Risk Factors" section of the Company's filing statement dated November 9, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release.
Forward-looking information, by its nature, is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company's future growth potential, results of operations, future prospects and opportunities, execution of the Company's business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company's results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.
