Issuing Approximately 57.8 million Shares for Proceeds of Approximately
Further details relating to the dlhB Acquisition, the Rights Offering and the Karl Etzel Acquisition are provided in separate press releases issued by the Company on
The following Common Shares were issued in connection with the exercise of rights pursuant to the Rights Offering:
- 53,239,137 Common Shares were issued pursuant to the basic subscription privilege. Of these, to the knowledge of the Company, 46,788,605 Common Shares were issued to persons who were insiders of
ABC prior to the closing of the Rights Offering (the "Closing"), or as a result of the Rights Offering, as a group, and 6,450,532 Common Shares were issued to all other persons, as a group; - 4,550,927 Common Shares were issued pursuant to the additional subscription privilege. Of these, to the knowledge of the Company, 4,531,426 Common Shares were issued to persons who were insiders of
ABC prior to Closing, or as a result of the Rights Offering, as a group, and 19,501 Common Shares were issued to all other persons, as a group; and - No Common Shares were issued pursuant to the standby purchase agreement dated
January 4, 2022 (the "Standby Agreement") amongABC ,AP IX Alpha Holdings (Lux) S.à.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"), and funds managed directly or indirectly byOaktree Capital Management, L.P. ("Oaktree"), OCM Luxembourg OPPS XI S.à.r.l. ("OPPS XI") and OCM Luxembourg OPPS XB S.à.r.l. ("OPPS XB", and together with OPPS XI, the "Oaktree Funds", collectively with the Apollo Funds, the "Standby Purchasers").
No standby fee will be paid to the Standby Purchasers under the Standby Agreement. Immediately following the Closing, 115,580,128 Common Shares were issued and outstanding (on a non-diluted basis).
As of immediately prior to the closing of the Rights Offering, (i) AP IX Alpha held 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 (ii) the
Following the closing of the Rights Offering and the previously announced acquisition of Common Shares by AP IX Alpha from affiliates of
Following the closing of the Rights Offering, the
The Apollo Funds hold the Common Shares for investment purposes. Subject to compliance with applicable laws, the Apollo Funds or their affiliates may determine to purchase additional Common Shares, or sell all or some of the Common Shares they will hold, either on the open market or in private transactions, depending upon the price of the Common Shares, market conditions, economic conditions and other factors. Apollo may formulate other purposes, plans or proposals regarding the Corporation, any of its subsidiaries or any of their respective securities or may change its intention with respect to any and all matters referred to above.
The
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 Rights Offering and the Private Transaction. The Apollo Funds and the
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 include statements that are predictive in nature, depend upon future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "targets", "projects", "forecasts", "schedule", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could". The forward-looking statements contained in this news release include, but are not limited to, the dlhB Acquisition, the Karl Etzel Acquisition and the intended use of proceeds of the Rights Offering. Forward-looking statements are based on underlying assumptions and management's beliefs, estimates and opinions, and are subject to inherent risks and uncertainties surrounding future expectations generally that may cause actual results to vary from plans, targets and estimates. Some of the important risks and uncertainties that could affect forward-looking statements include, but are not limited to: the closing of the dlhB Acquisition; the closing of the Karl Etzel Acquisition; the closing of Rights Offering; the closing of the Private Transaction; and operational, general economic, market and business conditions, regulatory developments and weather. 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, the factors discussed under the heading "Risk Factors" in the Company's Annual Information Form dated
About
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.
About Apollo
Apollo is a global, high-growth alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with
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