Softchoice Corporation Announces Closing of $150 Million
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TORONTO, Oct. 15, 2021 (GLOBE NEWSWIRE) — Softchoice Corporation (“Softchoice” or the “Company”) (TSX: SFTC), is pleased to announce 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 closed the previously announced bought deal offering of 5,085,000 common shares of the Company (the “Common Shares”) at a price of $29.50 per Share (the “Issue Price”) for total gross proceeds of approximately $150 million (the “Offering”). The Offering was completed by a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc. (the “Joint Bookrunners”) and including CIBC Capital Markets, RBC Capital Markets, National Bank Financial Inc., Scotiabank, BMO Capital Markets, ATB Capital Markets Inc., Cormark Securities Inc., Laurentian Bank Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd. (together with the Joint Bookrunners, the “Underwriters”).
The Offering included 360,423 Common Shares issued from treasury by Softchoice for gross proceeds of approximately $11 million (the “Treasury Offering”) and an aggregate of 4,724,577 Common Shares 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 “Over-Allotment Option”) to purchase up to an additional 762,750 Common 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 Over-Allotment 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.
Following the Offering, and assuming no exercise of the Over-Allotment Option, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, own or control 27,156,120 Common Shares, representing approximately 45.6% of the Company’s issued and outstanding Common Shares on a non-diluted basis (42.8% on a fully-diluted basis). Assuming the Over-Allotment Option is exercised in full, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, own or control 26,463,778 Common Shares, representing approximately 44.5% of the Company’s issued and outstanding Common Shares on a non-diluted basis (41.7% on a fully-diluted basis).
The Offering was completed pursuant to the Company’s short form prospectus dated October 8, 2021 (the “Prospectus”), which was filed with the securities regulators in each of the provinces and territories of Canada. A copy of the Prospectus is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.
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 exercise by the Underwriters of the Over-Allotment 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 Prospectus. A copy of the Prospectus can be accessed under our profile on 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.