OTTAWA, March 08, 2021 -- Calian Group Ltd. (“Calian” or the “Company”) (TSX:CGY) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and Acumen Capital Finance Partners Limited, acting as joint bookrunners (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis 1,240,000 common shares (the “Common Shares”) at a price of $60.50 per Common Share (the “Offering Price”) for aggregate gross proceeds to Calian of $75,020,000 (the “Offering”).
The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time not later than the 30th day following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $86,273,000.
The Company intends to use the net proceeds from the Offering to pursue strategic growth initiatives, including acquisitions, and for general corporate purposes.
The Common Shares will be offered (i) by way of a prospectus supplement (the “Prospectus Supplement”) to Calian’s amended and restated short form base shelf prospectus dated February 25, 2021, (amending and restating the short form base shelf prospectus dated January 31, 2020), which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.
The Offering is expected to close on or about March 17, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.