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TORONTO, Sept. 27, 2021 (GLOBE NEWSWIRE) — Softchoice Corporation (“Softchoice” or the “Company”) (TSX: SFTC), is pleased to announce today that the Company, along with certain funds managed by Birch Hill Equity Partners (the “Birch Hill Selling Shareholders”), Keika Limited (the “Keika Selling Shareholder”) and certain of the Company’s employees and directors (the “Individual Selling Shareholders”, and, together with the Birch Hill Selling Shareholders and the Keika Selling Shareholder, the “Selling Shareholders”), have entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., pursuant to which the underwriters have agreed to purchase, in aggregate, 5,085,000 common shares of the Company (the “Common Shares”) at a price of $29.50 per Share (the “Issue Price”) and offer them to the public for total gross proceeds of approximately $150 million (the “Offering”).
Under the agreement, 360,423 Common Shares will be issued from treasury by Softchoice for gross proceeds of approximately $11 million (the “Treasury Offering”) and an aggregate of 4,724,577 Common Shares will be sold by the Selling Shareholders for aggregate gross proceeds to the Selling Shareholders of approximately $139 million (the “Secondary Offering”). The net proceeds from the Treasury Offering are expected to be used to make cash payments to certain optionholders of the Company in settlement of vested options held by such persons. The Company will not receive any proceeds from the sale of Common Shares associated with the Secondary Offering.
In addition, the Birch Hill Selling Shareholders and the Keika Selling Shareholder have granted the underwriters an over-allotment option (the “Option”) to purchase up to an additional 762,750 Shares at the Issue Price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments. If the Option is exercised in full, the aggregate gross proceeds of the Treasury Offering and Secondary Offering will be approximately $11 million and $162 million, respectively.
The Offering is expected to close on or about October 15, 2021 and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals. Following closing of the Offering, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, have beneficial ownership and control over approximately 45.6% of the issued and outstanding Common Shares of the Company (approximately 44.5% if the Over-Allotment Option is exercised in full).
A preliminary short-form prospectus in connection with the Offering will be filed by no later than October 1, 2021 with the securities regulatory authorities in all provinces and territories of Canada.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This press release is not an offer of securities for sale in the United States. The Common Shares being offered have not been and will not be registered under the United States Securities Act of 1933 (the “Act”), as amended and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account, or for the benefit, of a U.S. person, unless registered under that Act or pursuant to an exemption from the registration requirements of that Act.
Softchoice (TSX: SFTC) is a technology services and solutions provider that equips organizations to be agile and innovative, and for their people to be engaged, connected and creative at work. That means moving them to the cloud, helping them build the workplace of tomorrow, and enabling them to make smarter decisions about their technology portfolio. For more information, please visit www.softchoice.com.
Certain information in this news release, including, without limitation, statements relating to the closing date of the Offering and the exercise by the Underwriters of the Option, constitutes “forward-looking information” within the meaning of applicable securities laws in Canada.
Forward-looking information may relate to our future business, financial outlook and anticipated events or results and the timing thereof and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “financial outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding possible future events or circumstances.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors described in our Q2 2021 MD&A and under “Risk Factors” within the Company’s supplemented PREP prospectus dated May 26, 2021 (the “Prospectus”). A copy of the Prospectus can be accessed under our profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on our website at investors.softchoice.com. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made
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