NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, May 27, 2021 (GLOBE NEWSWIRE) — Softchoice Corporation (“Softchoice” or the “Company”) announced today that it has filed its final base PREP prospectus with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement for its initial public offering (the “Offering”) of common shares of the Company (the “Common Shares”). The Offering of 17,500,000 Common Shares was priced at C$20.00 per Common Share (the “Offering Price”) for gross proceeds of C$350 million. The Offering consists of a treasury offering of 4,375,000 Common Shares and a secondary offering by certain shareholders of the Company (the “Selling Shareholders”) of 13,125,000 Common Shares. The Offering is expected to close on June 1, 2021 (the “Closing Date”), subject to customary closing conditions.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Common Shares, subject to the Company fulfilling certain listing requirements and conditions of the TSX. The Common Shares are expected to begin trading on the TSX on an “if, as and when issued” basis today under the symbol “SFTC”.
The Offering is being made through a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., as joint bookrunners, and including RBC Capital Markets, National Bank Financial Inc., CIBC Capital Markets, Scotiabank, BMO Capital Markets, Cormark Securities Inc., Laurentian Bank Securities Inc., ATB Capital Markets Inc., Raymond James Ltd. and INFOR Financial Inc.
The Selling Shareholders have granted the underwriters an over-allotment option, exercisable in whole or in part at any time for a period of 30 days after the Closing Date, to purchase from the Selling Shareholders up to an additional 2,625,000 Common Shares, representing 15% of the Common Shares sold pursuant to the Offering, at a price per Common Share equal to the Offering Price. If this over-allotment option is exercised in full, the Selling Shareholders will receive aggregate gross proceeds of approximately C$315 million.
The Offering is only made by prospectus. A supplemented PREP prospectus, which contains pricing information and other important detailed information relating to the Offering, has been filed with the securities regulatory authorities in each of the provinces and territories of Canada and will be available under Softchoice’s profile on SEDAR at www.sedar.com. Investors should read the supplemented PREP prospectus before making an investment decision.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Softchoice in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except to Qualified Institutional Buyers (as such term is defined in Rule 144A of the U.S. Securities Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Stikeman Elliott LLP is acting as legal counsel to Softchoice and Davies Ward Phillips & Vineberg LLP is acting as legal counsel to the underwriters.
Softchoice is a technology company 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. By doing these things, we create success faster and in circumstances otherwise not possible. For more information, please visit www.softchoice.com.
This news release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including statements with regard to the closing of the Offering and the listing of the Common Shares on the TSX. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the supplemented PREP prospectus. Actual results could differ materially from those projected herein. Softchoice does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
LodeRock Advisors Inc.
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