SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO
(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

illumin Holdings Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Shares, without par value

(Title of Class of Securities)

00510L106

(CUSIP Number of Class of Securities)

Elliot Muchnik

Chief Financial Officer

illumin Holdings Inc.

70 University Ave., Suite 1200

Toronto, Ontario M5J 2M4

(416) 218-9888

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Brian M. Pukier

Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9

(416) 869-5500

Michael J. Solecki

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114-1190
(216) 586-3939

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d–1.

☒ issuer tender offer subject to Rule 13e–4.

☐ going-private transaction subject to Rule 13e–3.

☐ amendment to Schedule 13D under Rule 13d–2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e–4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by illumin Holdings Inc., a corporation incorporated under and governed by the Canada Business Corporations Act (“illumin” or the “Corporation”), on July 27, 2023, as amended and supplemented by Amendment No. 1, filed with the SEC on August 9, 2023 (as amended and supplemented, the “Schedule TO”), in connection with the offer by the Corporation to the holders of its common shares (the “Shares”) to purchase up to an aggregate amount of Cdn$40,000,000 of the Shares at a price of not more than Cdn$2.65 per Share and not less than Cdn$2.53 per Share in cash, without interest.

The Corporation’s offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2023 (the “Original Offer to Purchase”), as amended and supplemented by the Supplement No. 1 to the Offer to Purchase, dated August 9, 2023 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”), the accompanying Issuer Bid Circular (the “Circular”), and the related Letter of Transmittal and Notice of Guaranteed Delivery which, collectively, as amended or supplemented from time to time, constitute the “Tender Offer”.

Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any information previously reported on the Schedule TO. You should read Amendment No. 2 together with the Schedule TO, the Offer to Purchase, the Circular, and the related Letter of Transmittal and Notice of Guaranteed Delivery.

Item 11.

Item 11 of the Schedule TO is hereby amended and supplemented with the following:

On August 31, 2023, illumin issued a press release announcing the final results of the Tender Offer, which expired at 5:00 p.m. (Eastern time) on August 30, 2023. A copy of such press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase, dated July 27, 2023, and the accompanying Issuer Bid Circular.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Supplement No. 1 to the Offer to Purchase, dated August 9, 2023.
(a)(5)(A)	Press Release, dated July 26, 2023 (incorporated by reference to Exhibit 99.1 to the Corporation’s Schedule TO-C filed on July 26, 2023).
(a)(5)(B)	Press Release, dated August 31, 2023.
(d)(1)	AcuityAds Holdings Inc. Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Corporation’s Registration Statement on Form S-8 filed on August 18, 2021).
(d)(2)*	AcuityAds Holdings Inc. Amended and Restated Stock Option Plan.
(d)(3)*	AcuityAds Holdings Inc. Amended and Restated Deferred Share Unit Plan.
107*	Filing Fee Table.

*       Previously filed.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ILLUMIN HOLDINGS INC.
By:	/s/ Elliot Muchnik
Name:	Elliot Muchnik
Title:	Chief Financial Officer

Date: August 31, 2023

EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

illumin Announces Final Results of Substantial Issuer Bid

TORONTO and NEW YORK – August 31, 2023 –– illumin Holdings Inc. (TSX:ILLM, Nasdaq:ILLM) (“illumin” or the “Corporation”) today announced the final results of its substantial issuer bid (the “Offer”), which expired at 5:00 p.m. (Eastern Time) on August 30, 2023. Under the Offer, the Corporation has purchased for cancellation 4,593,200 of its common shares (“Shares”) at a purchase price of C$2.65 per Share, for an aggregate purchase price of approximately C$12,171,980. Shares purchased under the Offer represent approximately 8.18% of the issued and outstanding Shares at the time that the Offer was commenced. Immediately following the completion of the Offer and having taken into account the cancellation of the Shares purchased pursuant to the Offer, 51,592,431 Shares are now issued and outstanding.

Canaccord Genuity Corp. and Canaccord Genuity LLC acted as dealer managers for the Offer and TSX Trust Company acted as the depositary for the Offer (the “Depositary”). Any questions regarding the Offer may be directed to the dealer managers or the Depositary.

Payment for the Shares accepted for purchase under the Offer will occur in accordance with the terms of the Offer and applicable law.

To assist shareholders in determining the Canadian tax consequences of the Offer, illumin estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately C$2.30 (or US$1.70, based on the Bank of Canada daily average foreign exchange rate as at the expiry of the Offer). Given that the purchase price of C$2.65 per Share exceeds the paid-up capital per Share, shareholders who have sold Shares to illumin under the Offer will be deemed to have received a taxable dividend of C$0.35 per Share as a result of such sale for Canadian federal income tax purposes. The dividend deemed to have been paid by illumin to Canadian resident persons is designated as an “eligible dividend” for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated July 27, 2023, as amended by supplement no.1 thereto dated August, 9, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

The “specified amount” for purposes of subsection 191(4) of the Income Tax Act (Canada) is US$1.82 (or C$2.46, based on the Bank of Canada daily average foreign exchange rate as at the expiry of the Offer). Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This news release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include: timing for payment for the Shares accepted for purchase under the Offer, timing for Shares returned by the Depositary, estimated paid-up capital per Share and the recommencement of the Corporation’s normal course issuer bid, including the benefits and value to the Corporation’s shareholders as a result thereof. Forward-looking statements involve assumptions, risks and uncertainties that may cause such statements not to occur or results to differ materially. These assumptions include: number of Shares properly tendered and not properly withdrawn prior to expiration of the Offer. Risks and uncertainties include: changes in or interpretation of laws or regulations; and other risks and uncertainties and potential events and the inherent uncertainty of forward-looking statements. Forward-looking statements speak only as of the date they are made.

Although illumin believes such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as required by law, illumin undertakes no obligation to update or revise any forward-looking statements.

About illumin

illumin is a journey advertising platform that enables marketers to reach consumers at every stage of their journey by leveraging advanced machine learning algorithms and real-time data analytics. The Corporation’s mission is to illuminate the path for brands to connect with their customers through the power of data-driven advertising. Headquartered in Toronto, Canada, illumin serves clients across North America, Latin America, and Europe.

For further information, please contact

Daniel Gordon Investor Relations Manager Illumin Holdings 416-218-9888 investors@illumin.com Babak Pedram Investor Relations – Canada Virtus Advisory Group Inc. 416-644-5081 bpedram@virtusadvisory.com David Hanover Investor Relations – U.S. KCSA Strategic Communications 212-896-1220 dhanover@kcsa.com