by Daniel Webster, dWeb.News Publisher
TORONTO–(BUSINESS WIRE)–ABC Technologies Holdings Inc. (TSX: ABCT) (“ABC Technologies”, “ABC” or the “Company”), a leading manufacturer and supplier of custom, highly engineered technical plastics and lightweighting innovations to the global automotive industry, today announced pricing of its previously announced private placement and rights offering which are intended to finance the acquisition of dlhBowles, Inc. from MPE Partners, L.P. for approximately US$255 million (the “dlhB Acquisition”). Both transactions have been approved by the Toronto Stock Exchange (“TSX”) conditionally.
Further details relating to the dlhB Acquisition are provided in a separate press release issued by the Company on January 5, 2022.
In order to finance the dlhB Acquisition, the Company entered into subscription agreements with each of AP IX Alpha Holdings (Lux) S.a.r.l, the Company’s controlling shareholder (“AP IX Alpha”) and a fund managed by affiliates of Apollo Global Management, Inc. (together with AP IX Alpha, the “Apollo Funds” or “Apollo”), and funds managed directly or indirectly by Oaktree Capital Management, L.P. (“Oaktree”), OCM Luxembourg OPPS XI S.a.r.l. (“OPPS XI”), OCM Luxembourg OPPS XB (s.a.r.l. (“OPPS XB”, and together with OPPS XI, the “Oaktree Funds”), pursuant to which the Apollo Funds and the Oaktree Funds will subscribe for an aggregate of 5,253,642 common shares (the “Common Shares”) in the capital of the Company (or 3,500,705 Common Shares and 1,752,937 Common Share, respectively) at a price per Common Share of the USD equivalent of C$5. 83, based on the US$/C$ exchange rate posted by the Bank of Canada as of the day prior to the closing of the Private Placement (the “Private Placement”).
The closing of the Private Placement is scheduled for January 11, 2022, subject to the satisfaction of customary closing conditions. The Company expects to raise gross proceeds equal to USD equivalent of approximately C$30.6 million (based on the US$/C$ exchange rate posted by the Bank of Canada as of the day prior to the closing of the Private Placement) from the Private Placement and intends to use all of the proceeds, less expenses, to fund the purchase price of the dlhB Acquisition.
The Company also intends to launch an offering of rights (the “Rights Offering”) to holders of Common Shares of record as at the close of business on January 19, 2022 (the “Record Date”). Each holder of Common Shares at the Record Date will be entitled to one “Right” to purchase one Common Share (a Right Share) at a subscription cost of C$5. 83 per Rights Share. The Company expects to raise gross proceeds of approximately C$336.9 million from the Rights Offering and intends to use the proceeds less offering expenses to fund the purchase price of the dlhB Acquisition.]
Eligible holders of Rights will have an additional subscription privilege that allows them to subscribe to additional Rights Shares if they are not already subscribed for in the Rights Offering.
The Company has entered into a standby agreement (the “Standby Agreement”) to buy Rights Shares from the Oaktree Funds and Apollo Funds. These Standby Purchasers, subject to some terms and conditions have agreed to exercise each Standby Purchaser’s rights that are available under their basic subscription privilege and to purchase any Rights Shares not already subscribed for or purchased under the Rights Offering. This will ensure that there is a maximum number of Rights Shares issued under the Rights Offering (the “Still”). The Rights Offering will not include a standby fee.
Full details of the Rights Offering will be set out in a Rights Offering notice (the “Rights Offering Notice”) and Rights Offering Circular (the “Rights Offering Circular”), which will be made available on or about January 12, 2022 on the Company’s profile on SEDAR at www.sedar.com. Each eligible registered holder will receive the Rights Offering Notice together with accompanying Rights direct registration statements (“Rights RSS”) as soon as possible. To subscribe for Rights Shares, registered holders of Common Share must mail the completed Rights DRS, together with applicable funds, to the Rights depositary and subscription agent, Computershare Investor Services, Inc., prior to 12: 00 p.m. (Toronto time) on the Expiry Date (as such term will be defined in the Rights Offering Circular). The Expiry Date of the Rights Offering is currently expected to be February 14, 2022. Common Shareholders who have their Common Shares held through an intermediary such as a bank or trust company, broker, securities dealer, or broker will be provided with materials and instructions.
All eligible Common Share holders who reside in Canada as of the Record Date will be notified about the Rights Offering. The Rights Offering Circular will specify that Rights will not be given to or exercisable by persons who are not residents of Canada’s provinces and territories.
These Rights will be available for trading on the TSX as the symbol “ABCT.RT”. The Rights will cease trading, and will no longer be listed, on the TSX as at 12: 00 p.m. (Toronto time) on the Expiry Date, and after such time unexercised Rights will be void and of no value. The ex-rights trading date for the Common Shares on the Toronto Stock Exchange is expected to be January 19, 2022. This means that Common Shares purchased on or following January 19, 2022 will not be entitled to receive Rights under the Rights Offering.
As of the date hereof, (a) AP IX Alpha holds 27,667,980 Common Shares, representing approximately 52.7% of the issued and outstanding Common Shares on a non-diluted basis, and (b) the Oaktree Funds hold, in the aggregate, 13,854,412 Common Shares, representing approximately 26.4% of the issued and outstanding Common Shares on a non-diluted basis.
Immediately following the closing of the Private Placement (a) AP IX Alpha will hold 31,168,685 Common Shares, representing approximately 53.9% of the 57,790,064 issued and outstanding Common Shares on a non-diluted basis, and (b) the Oaktree Funds will hold, in the aggregate, 15,607,349 Common Shares, representing approximately 27.0% of the 57,790,064 issued and outstanding Common Shares on a non-diluted basis.
This press release is also being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) in connection with the Private Placement. The Apollo Funds and the Oaktree Funds will also each file an early warning report pursuant to NI 62-103 with the securities regulators in each of the provinces and territories of Canada with respect to the foregoing matters, a copy of which will be available under the Company’s profile at www.sedar.com. A copy of (i) AP IX Alpha’s early warning report may also be obtained by contacting James Elworth of Apollo Global Management, Inc. at email@example.com, and (ii) the Oaktree Funds’ early warning report may also be obtained by contacting Ivan Grbesic of Stikeman Elliott LLP, on behalf of the Oaktree Funds, at firstname.lastname@example.org. AP IX Alpha will keep the Common Shares as an investment asset after the Private Placement and Rights Offering are completed. AP IX Alpha can purchase additional Common shares or sell some or all of them, subject to the applicable laws. This will depend on the market conditions, economic conditions, and other factors. AP IX Alpha could formulate other plans, proposals, or purposes regarding the Company, its subsidiaries, or any of their securities, or it may alter its intentions with respect to any and every matter referred to above.
The Oaktree Funds will hold the Common Shares to be used for investment purposes after the Private Placement and Rights Offering have been completed. The Oaktree Funds can acquire additional Common Shares or dispose off Common Shares by market transactions, public offerings or private agreements, subject to the applicable laws. This will depend on the market conditions, economic conditions, and other factors.
The news release is not an offer to sell, or a solicitation of an order to buy, nor any sale of securities in any jurisdiction where such an offer, solicitation, or sale would be illegal, including the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ” 1933 Act “) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
The Private Placement and the Rights Offering, as well as the Common Shares, have not been approved by the United States Securities and Exchange Commission (“the “SEC”), or any securities regulatory authorities in any State of the United States. Neither has the SEC, or any securities regulatory authorities within any state in the United States, inspected the Fairness and Merit of the Private Placement and Rights Offering, or assessed the accuracy or completeness of this news release. It is a crime to make any representations contrary.
Neither the Common Shares issuable pursuant to the Private Placement, the Rights being offered pursuant to the Rights Offering or the Rights Shares issuable upon exercise of the Rights have been or will be registered under the 1933 Act, as amended, or applicable state securities laws, and may not be exercised, offered or sold, as applicable, in the United States absent registration or an applicable exemption from the registration requirements. Any shareholder of the company who is located in the United States or an American territory. The participation in the Rights Offering or Private Placement is prohibited to any shareholder who is a resident of the United States.
The TSX is not responsible for the accuracy of the information in this news release. No securities regulatory agency has approved or disapproved it.
Forward Looking Statements
This news release contains certain “forward-looking statements” concerning anticipated future events, results, circumstances, performance or expectations with respect to the Company and its operations, including its strategy and financial performance and condition. Forward-looking statements are statements that are predictive, rely upon future events or conditions or contain words such as: “expects”, (“anticipates”,
, “believes”,” “estimates”, and “estimates”, and also include words like “believes”, expectations, “estimates”, and “believes”, and “intends”, and “targets”, and “schedule”, and similar expressions or future verbs such “may”, “will”, and “should”, and “should” and “would”, and “would”, and “coulad”, and “will” or “should”, and “would”, and “would”, and “would”, and “coull This news release contains forward-looking statements, including, but not limited to, the dlhB Acquisition, the Private Placement, the Rights Offering, and the Standby Agreement. The Standby Commitment, the Standby Agreement, and the Standby Agreement. Future or conditional verbs such as “may”, “will”, “should”, and/or “could” are also included. Forward-looking statements are based upon assumptions, management’s beliefs and opinions. They are also subject to inherent risks, uncertainties, and changes in future expectations that could cause actual results to differ from those projected, targets, or plans. Forward-looking statements could be affected by the following risks and uncertainties: the closing the dlhB acquisition; the closing the Private Placement and Rights Offering; and the operational, general economic and market conditions, regulatory developments, and weather. Forward-looking information is dependent on many assumptions and subject to a variety of uncertainties. Many of these risks and uncertainties are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, the factors discussed under the heading “Risk Factors” in the Company’s Annual Information Form dated June 30, 2021 which is available under the Company’s issuer profile on SEDAR at www.sedar.com. The Company cautions readers that actual results may vary significantly from those expected should certain risks or uncertainties materialize or should underlying assumptions prove incorrect. Forward-looking statements are made to inform readers about the Company’s current plans and expectations for the future. These statements may not be suitable for other purposes. The Company does not intend to or have any obligation to revise forward-looking statements. This applies regardless of whether new information, future events, or other factors.
About ABC Technologies
ABC Technologies is a leading manufacturer and supplier of custom, highly engineered, technical plastics and lightweighting innovations to the North American light vehicle industry, serving more than 25 original equipment manufacturer customers globally through a strategically located footprint. ABC Technologies’ integrated service offering includes manufacturing, design, engineering, material compounding, machine, tooling and equipment building that are supported by an experienced engineering team of approximately 600 skilled professionals and 6,150 employees worldwide. The company operates in six product categories: HVAC Systems and Interior Systems, Exterior Systems and Fluid Management, Air Induction Systems, Flexible & Other. ABC Technologies is located at 2 Norelco Drive in Toronto, Ontario Canada M9L 2X6.
Apollo is a global, high-growth alternative asset manager. Our goal is to offer our clients excessive return at all levels of risk, from investment grade to private capital. We are focused on three strategies: equity, hybrid, or yield. Our investment expertise has been providing innovative capital solutions to businesses for over three decades. It is a result of the fully integrated platform that we have built. Athene, our retirement service business, specializes in helping clients attain financial security through a range of retirement savings products as well as acting as a solution provider for institutions. Our approach to investing is patient, creative and informed. This helps our clients, the businesses we invest in, as well as our employees and the communities that we impact to increase opportunity and achieve positive outcomes. As of September 30, 2021, Apollo had approximately $481 billion of assets under management. To learn more, please visit www.apollo.com. Apollo’s office address is 9 West 57th Street, 43rd Floor, New York, NY, USA 10019.
Oaktree is a leader among global investment managers specializing in alternative investments, with US$158 billion in assets under management as of September 30, 2021. The firm promotes a value-oriented, opportunistic and risk-controlled approach in investments in credit, real assets, and listed equities. The firm has over 1,000 employees and offices in 19 cities worldwide.
For additional information, please visit Oaktree’s website at www.oaktreecapital.com. Oaktree’s office address is 333 S. Grand Ave., 28th Floor, Los Angeles, CA, USA 90071.
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