Savaria Corporation (TSX:SIS) (“Savaria” or the “Company”), a
global leader in the accessibility industry, is pleased to announce
that it has completed its previously announced private placement of
subscription receipts (the “Offering”) with a syndicate of
underwriters led by National Bank Financial Inc., Desjardins
Capital Markets, Scotiabank, and TD Securities Inc., acting as
Co-Bookrunners, and which included the participation of Cormark
Securities Inc., Laurentian Bank Securities Inc., Stifel GMP and PI
Financial Corp. Pursuant to the Offering, Savaria has issued an
aggregate of 8,136,050 subscription receipts at a price of CAD15.00
per subscription receipt (the “Issue Price”) for gross proceeds of
CAD122 million.
In addition, Savaria has also completed a
concurrent private placement of subscription receipts with Caisse
de dépôt et placement du Québec (“CDPQ”), who has purchased
4,600,000 subscription receipts at the Issue Price, for gross
proceeds of CAD69 million. When combined with the Offering, the
aggregate gross proceeds raised by Savaria from the issuance of
subscription receipts (collectively, the “Equity Private
Placements”) total CAD191 million. All subscription receipts issued
are subject to a four-month hold period under applicable securities
laws in Canada.
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 (the “Offer”) to acquire all the issued and outstanding
shares of Handicare Group AB (STO:HANDI) (“Handicare”). The gross
proceeds of the Equity Private Placements (less 50% of the
underwriting fee and the expenses of the Offering) were 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 be 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the Offer lapse, terminate or be revoked or withdrawn in accordance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.
Completion of the acquisition of Handicare
remains conditional upon the Offer being accepted to such extent
that Savaria becomes the owner of shares representing more than 90
per cent of the total number of outstanding shares in Handicare and
upon other regulatory and customary conditions. The Offer will not
be completed at a lower level of acceptance.
Additional information on the Offer is available
at Savaria's website at
https://www.savaria.com/our-company/investors.
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.com Phone: 1 (800) 661-5112
Nicolas RimbertVice President, Corporate
DevelopmentSavaria Corporationnrimbert@savaria.comPhone: 1 (450)
254-0115
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