Savaria Corporation (TSX:SIS) (“Savaria” or the “Company”), a
global leader in the accessibility industry, is pleased to announce
that further to its press release on January 27, 2021, the Company
has agreed with its syndicate of underwriters led by National Bank
Financial Inc., Desjardins Capital Markets, Scotiabank and TD
Securities Inc., acting as Co-Bookrunners, (collectively the
“Underwriters”) to increase the size of its previously announced
CAD100 million “bought deal” offering of subscription receipts
(“Subscription Receipts”) on a private placement basis. Pursuant to
the upsized deal terms (and taking into account the Underwriters’
over-allotment option which has been exercised in full), the
Underwriters have agreed to purchase, on a “bought deal” private
placement basis, an additional 469,000 Subscription Receipts, for a
total of 8,136,050 Subscription Receipts at a price of CAD15.00 per
Subscription Receipt (the “Offering Price”), for aggregate gross
proceeds of CAD122,040,750 (collectively, the “Upsized Offering”).
No option to purchase additional Subscription Receipts at the
Offering Price has been granted to the Underwriters on the upsized
portion of the Upsized Offering.
In connection with the Upsized Offering, the
Caisse de dépôt et placement du Québec (“CDPQ”), which has
previously agreed to concurrently purchase Subscription Receipts on
a private placement basis, has agreed to exercise its
over-allotment option in connection with such private placement
such that CDPQ shall purchase, concurrently with the Upsized
Offering, a total of 4,600,000 Subscription Receipts at the
Offering Price, for aggregate gross proceeds of CAD69,000,000. When
combined with the Upsized Offering, the aggregate gross proceeds to
be raised by Savaria from the issuance of Subscription Receipts
(collectively, the “Equity Private Placements”) shall be
CAD191,040,750.
All Subscription Receipts issued will be subject
to a four month hold period under applicable securities laws in
Canada. The completion of each of the Equity Private Placements is
contingent upon the concurrent completion of the other. The
completion of the Equity Private Placements is also subject to the
approval of the Toronto Stock Exchange and other customary closing
conditions and is expected to close on February 19, 2021.
The Subscription Receipts will entitle the
holder to receive one common share of Savaria (each a “Common
Share”) for no additional consideration and without any further
action upon the successful completion of Savaria’s recommended cash
offer to acquire all the issued and outstanding shares of Handicare
Group AB (STO:HANDI) for SEK50.00 per share (the “Offer”). The
gross proceeds of the Equity Private Placements (less 50% of the
underwriting fee and expenses of the Upsized Offering) will be
deposited in separate escrows with Computershare Trust Company of
Canada to be released to Savaria once the conditions to the Offer
have been satisfied. The holders of Subscription Receipts will also
receive upon conversion of the Subscription Receipts for Common
Shares, in the form of a special interest payment, an amount equal
to any dividends declared by Savaria and payable to holders of
Common Shares of record as of dates from and including the closing
date of the Equity Private Placements to but excluding the date of
the conversion of Subscription Receipts into Common Shares. Should
the conditions to the Offer not have been satisfied by September
30th, 2021 or the Offer lapse, terminate or be revoked or withdrawn
in accordance with its terms prior to September 30th, 2021, the
gross proceeds of the Equity Private Placements will be returned to
holders of Subscription Receipts with interest.
The Subscription Receipts and the common shares
of Savaria have not been, and will not be, registered under the
U.S. Securities Act or the securities laws of any state of the
United States, and may not be offered, sold or delivered, directly
or indirectly, within the United States, except in certain
transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and applicable state
securities laws. This press release does not constitute an offer to
sell or a solicitation of an offer to buy any of these securities
within the United States.
ABOUT SAVARIA CORPORATION
Savaria Corporation is one of the global leaders
in the accessibility industry. It provides accessibility solutions
for the physically challenged to increase their comfort, mobility,
and independence. Its product line is one of the most comprehensive
on the market. Savaria designs, manufactures, distributes, and
installs accessibility equipment, such as stairlifts for straight
and curved stairs, vertical and inclined wheelchair lifts, and
elevators for home and commercial use. It also manufactures and
markets a comprehensive selection of pressure management products
for the medical market, medical beds for the long-term care market,
as well as an extensive line of medical equipment and solutions for
the safe handling of patients. In addition, Savaria converts and
adapts vehicles to be wheelchair accessible. The Company operates a
sales network of dealers worldwide and direct sales offices in
North America, Europe (Switzerland, Germany, Italy, Czech Republic,
Poland, and United Kingdom), Australia, and China. Savaria employs
approximately 1,400 people globally and its plants are located
across Canada in Laval and Magog (Québec), Brampton, Beamsville and
Toronto (Ontario), and Surrey (British Columbia), in the United
States at Greenville (South Carolina), in Huizhou (China), in Milan
(Italy), and in Newton Abbot (United Kingdom).
FORWARD-LOOKING STATEMENTS
This press release includes certain statements
that are “forward-looking statements” within the meaning of the
securities laws of Canada. Any statement in this press release that
is not a statement of historical fact may be deemed to be a
forward-looking statement. When used in this press release, the
words “believe”, “could”, “should”, “intend”, “expect”, “estimate”,
“assume” and other similar expressions are generally intended to
identify forward-looking statements. Forward-looking statements
also include, but are not limited to, the statements regarding the
Offer and its expected impact on the Company, the Equity Private
Placements and the receipt of regulatory approvals. It is important
to know that the forward-looking statements in this document
describe the Company’s expectations as at the date hereof, which
are not guarantees of future performance of Savaria or its industry
and involve known and unknown risks and uncertainties that may
cause Savaria’s or the industry’s outlook, actual results, or
performance to be materially different from any future results or
performance expressed or implied by such statements. The Company’s
actual results could be materially different from its expectations
if known or unknown risks affect its business, or if its estimates
or assumptions turn out to be inaccurate. A change affecting an
assumption can also have an impact on other interrelated
assumptions, which could increase or diminish the effect of the
change. As a result, the Company cannot guarantee that any
forward-looking statement will materialize and, accordingly, the
reader is cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements do not take
into account the effect that transactions or special items
announced or occurring after the statements are made may have on
the Company’s business. For example, they do not include the effect
of sales of assets, monetizations, mergers, acquisitions, other
business combinations or transactions, asset write-downs or other
charges announced or occurring after forward-looking statements are
made.
Unless otherwise required by applicable
securities laws, Savaria disclaims any intention or obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise. The
foregoing risks and uncertainties include the risks set forth under
“Risks and Uncertainties” in Savaria’s latest Annual MD&A as
well as other risks detailed from time to time in reports filed by
Savaria with securities regulators in Canada.
FOR ADDITIONAL INFORMATION, PLEASE
CONTACT:
Marcel BourassaPresident and Chief Executive
OfficerSavaria Corporationmbourassa@savaria.com
Stephen ReitknechtChief Financial
OfficerSavaria Corporationsreitknecht@savaria.comPhone: 1 (800)
661-5112
Nicolas RimbertVice President, Corporate
DevelopmentSavaria Corporationnrimbert@savaria.comPhone: 1 (450)
254-0115
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