This announcement is for information only and it is not an offer to buy or solicitation of offers to buy any securities. Information regarding the offer to the shareholders of Handicare Group AB as announced in a separate press release is available only to shareholders in certain permitted jurisdictions. Not for dissemination in the united states or for distribution to U.S. newswire services.
Laval, Québec, Canada - January 28, 2021 – 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).
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:
Stephen Reitknecht, CPA