LAVAL, QUEBEC – Savaria Corporation (TSX: SIS) ( “Savaria” or the “Company”) is pleased to announce that it has completed its private placement bought deal basis, Previously announced, of 2,760,000 Subscription Receipts at a price of C $ 13.90 per Subscription Receipt (the “Offer Price”) for gross proceeds to Savaria totaling C $ 38,364,000 (the “Offer “).
The offer was led by National Bank Financial Inc. And GMP Securities LP, and the participation of Laurentian Bank Securities Inc., Cormark Securities Inc., PI Financial Corp. As well as TD Securities Inc. (The “Underwriters”).
The net proceeds of the Offer will be used to partially finance the purchase price payable pursuant to the terms of the agreement entered into on May 1 , 2017 (the “Acquisition Agreement”) between Savaria and Span-America Medical Systems, Inc. (“Span-America”) (NASDAQ: SPAN) pursuant to which Savaria will acquire Span-America through a take-over bid of US $ 29.00 per share (the ” ), For a total of approximately US $ 80.2 million (or C $ 109.5 million) (the “Transaction”).
Subscription receipts are convertible on the basis of one common share of Savaria (“Common Shares”) for each Subscription Receipt without any additional consideration and without further action being required following the completion of the Public Offering (The “Conversion”). The gross proceeds of the Offer (less 50% of the sales charge and other expenses) were deposited in trust with Computershare Trust Company of Canada for delivery to Savaria upon completion of the terms of the transaction. The holders of Subscription Receipts will also receive on conversion an amount equal to any dividend declared by Savaria and payable to holders of Common Shares in the form of a Special Interest Payment, to be counted and including the closing date of ‘
The Subscription Receipts issued under the Offer and the Underlying Common Shares are subject to a statutory holding period expiring on September 19, 2017.
If the terms of the transaction are not satisfied as of September 1, 2017, or if the Acquisition Agreement is otherwise terminated, the gross proceeds of the Offer will be returned to the holders of the Subscription Receipts with interest.
The Subscription Receipts were sold in Canada on a private placement to “qualified investors” under Regulation 45-106 and under certain other available and agreed prospectus exemptions. The Subscription Receipts that will be offered under the Enhanced Offer are not and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or That an exemption from registration requirements is obtained. This press release does not constitute an offer to sell or a solicitation of an offer to purchase securities in any jurisdiction in which the offering, solicitation or sale of securities would be unlawful.
Savaria Corporation (savaria.com) is a North American leader in the accessibility industry. It offers solutions to people with reduced mobility to help them regain their mobility and freedom. The diversity of its product range is one of the most complete on the market. Savaria designs, manufactures, distributes and installs accessibility equipment such as straight and curved staircase seats, vertical and inclined lifting platforms, and residential and commercial elevators. It also converts and adapts vehicles to make them wheelchair accessible. In addition, it operates a network of franchisees and corporate stores through which new and recycled accessibility equipment is sold, and in some stores, Vehicle conversions are performed. Savaria has a plant located in Huizhou, China, which increases its competitive advantage. The Company makes nearly 60% of its sales outside Canada, mainly in the United States. It has a sales network of approximately 400 retailers and affiliates in North America and employs some 500 people. Its main business locations are located in Laval (Quebec), Brampton (Ontario) and Huizhou (China).
This news release contains statements that constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is often, but not always, recognized by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “target” , “Could”, “should”, “should” or similar words suggesting future outcomes or wording implying the possibility of a given outlook.
The forward-looking information included in this release is based on the Company’s current beliefs, assumptions and information currently available to it. Although the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be inaccurate.
By its nature, the forward-looking information included in this press release contains inherent risks and uncertainties, both general and specific, and the risks that predictions, forecasts, projections and other forward-looking information are not being achieved. The reader is cautioned not to place undue reliance on this forward-looking information as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking information. These factors include, among other things, the risks associated with obtaining required securityholder approvals to permit completion of the transaction in accordance with its terms. The reader is cautioned that the foregoing list of factors that may affect future results is not exhaustive.
Source: Savaria Corporation