Calian Announces $75 Million Bought Deal Public Offering of Common Shares
March 08 2021 - 3:41PM
Calian Group Ltd. (“Calian” or the “Company”) (TSX:CGY) is pleased
to announce that it has entered into an agreement with a syndicate
of underwriters co-led by Desjardins Capital Markets and Acumen
Capital Finance Partners Limited, acting as joint bookrunners
(collectively the “Underwriters”), pursuant to which the
Underwriters have agreed to purchase on a bought deal basis
1,240,000 common shares (the “Common Shares”) at a price of $60.50
per Common Share (the “Offering Price”) for aggregate gross
proceeds to Calian of $75,020,000 (the “Offering”).
The Company has granted the Underwriters an
option, exercisable, in whole or in part, at any time not later
than the 30th day following the closing of the Offering, to
purchase up to an additional 15% of the Offering at the Offering
Price for market stabilization purposes and to cover
over-allotments, if any (the “Over-Allotment Option”). If the
Over-Allotment Option is exercised in full, the total gross
proceeds of the Offering will be $86,273,000.
The Company intends to use the net proceeds from
the Offering to pursue strategic growth initiatives, including
acquisitions, and for general corporate purposes.
The Common Shares will be offered (i) by way of
a prospectus supplement (the “Prospectus Supplement”) to Calian’s
amended and restated short form base shelf prospectus dated
February 25, 2021, (amending and restating the short form base
shelf prospectus dated January 31, 2020), which Prospectus
Supplement will be filed with the securities commissions and other
similar regulatory authorities in each of the provinces of Canada;
(ii) in the United States by way of private placement pursuant to
the exemption from registration provided for under Rule 144A of the
United States Securities Act of 1933, as amended; and (iii) in
jurisdictions outside of Canada and the United States as are agreed
to by the Company and the Underwriters on a private placement or
equivalent basis.
The Offering is expected to close on or about
March 17, 2021 (the "Closing Date") and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto Stock
Exchange.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in the United States or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and applicable U.S. state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements thereunder.
About Calian
Calian employs over 4,500 people in its delivery
of diverse products and solutions for private sector, government
and defence customers in North American and global markets. The
Company’s diverse capabilities are delivered through: Advanced
Technologies, Health, Learning, and IT and Cyber Solutions.
Advanced Technologies provides innovative products, technologies
and manufacturing services and solutions for the space,
communications, defence, nuclear, government and agriculture
sectors. Health manages a network of more than 2,000 healthcare
professionals delivering primary care and occupational health
services to public and private sector clients across Canada.
Learning is a trusted provider of emergency management, consulting
and specialized training services and solutions for the Canadian
Armed Forces and clients in the defence, health, energy and other
sectors. IT and Cyber Solutions supports public and private-sector
customer requirements for subject matter expertise in the delivery
of complex IT and cyber security solutions. Headquartered in
Ottawa, the Company’s offices and projects span Canada and
international markets. For further information, please visit our
website at www.calian.com.
Kevin Ford |
Patrick Houston |
Media inquiries: |
President and Chief Executive Officer |
Chief Financial Officer |
|
613-599-8600 |
613-599-8600 |
613-599-8600 x 2298 |
Forward-Looking Statements
This press release includes statements
containing certain “forward-looking information” within the meaning
of applicable securities laws (“forward-looking statements”).
Forward-looking statements are frequently characterized by words
such as “plan”, “continue”, “expect”, “project”, “intend”,
“believe”, “anticipate”, “estimate”, “may”, “will”, “potential”,
“proposed” and other similar words, or statements that certain
events or conditions “may” or “will” occur and include, but are not
to, statements regarding the filing of the Prospectus Supplement;
the amount and terms of the Offering, the expected Closing Date and
the proposed use of the net proceeds under the Offering. These
statements are only predictions. Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this press release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. Factors which
could cause results or events to differ from current expectations
include, among other things: the impact of price competition;
scarce number of qualified professionals; the impact of rapid
technological and market change; loss of business or credit risk
with major customers; technical risks on fixed price projects;
general industry and market conditions and growth rates;
international growth and global economic conditions, and including
currency exchange rate fluctuations; and the impact of
consolidations in the business services industry, the potential
offering of any securities by the Company; uncertainty with respect
to the completion of any future offering; the ability to obtain
applicable regulatory approval for any contemplated offerings; the
ability of the Company to negotiate and complete future funding
transactions, as well as the risks identified under the heading
“Risk Factors” in the Company’s Annual Information Form for its
fiscal year ended September 30, 2020. The Company is under no
obligation, and expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
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