- Bought deal for 10,060,000 shares at
$29.85 per share with 15% Over-Allotment Option - Concurrent Private Placement with CDPQ at
$29.85 per share for aggregate$150 million - Use of proceeds for general corporate purposes, including funding future potential acquisition and growth opportunities
In addition, CAE has entered into an agreement under which the Corporation will complete a private placement in
CAE intends to use the net proceeds of the Offering and the concurrent Private Placement for general corporate purposes, including to fund future potential acquisition and growth opportunities. This will include the funding of the acquisition of
The Underwriters have been granted an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part on the same terms as the Offering for a period of 30 days from the closing of the Offering, to issue additional Shares, representing up to 15% of the number of common shares sold pursuant to the Offering, for additional gross proceeds of up to
The Shares issued pursuant to the Offering and Over-Allotment Option will be offered in all provinces of
The Corporation has filed a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) and is filing today a concurrent preliminary prospectus supplement with Canadian Securities Commissions and with the
The issuance of the common shares pursuant to the Offering and the Private Placement is subject to customary approvals of applicable securities regulatory authorities, including the
This press release does not constitute an offer to sell or the solicitation of an offer to buy the common shares, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Prospective investors should read the Final Base Shelf Prospectus, Prospectus Supplement and the documents incorporated by reference therein before investing in the common shares. These documents may be accessed for free by visiting SEDAR at www.sedar.com.
CAE has filed a registration statement (including a prospectus) with the
About CAE
CAE is a high technology company, at the leading edge of digital immersion, providing solutions to make the world a safer place. Backed by a record of more than 70 years of industry firsts, we continue to reimagine the customer experience and revolutionize training and operational support solutions in civil aviation, defence and security, and healthcare. We are the partner of choice to customers worldwide who operate in complex, highstakes and largely regulated environments, where successful outcomes are critical. Testament to our customers’ ongoing needs for our solutions, over 60 percent of CAE’s revenue is recurring in nature. We have the broadest global presence in our industry, with approximately 10,000 employees, 160 sites and training locations in over 35 countries. www.cae.com
Caution concerning forward-looking statements
This press release includes forward-looking statements about the Offering and the Private Placement, including in respect of the use of proceeds from the Offering and the Private Placement and the expected Closing Date and the expected closing date of the Private Placement, and the Corporation’s activities, events and developments that the Corporation expects to or anticipates may occur in the future including, for example, statements about the Corporation’s vision, strategies, market trends and outlook, future revenues, capital spending, expansions and new initiatives, financial obligations and expected sales. Forward-looking statements normally contain words like “believe”, “expect”, “anticipate”, “plan”, “intend”, “continue”, “estimate”, “may”, “will”, “should”, “strategy”, “future” and similar expressions. By their nature, forward looking statements require the Corporation to make assumptions and are subject to inherent risks and uncertainties associated with the Corporation’s business which may cause actual results in future periods to differ materially from results indicated in forward-looking statements. While these statements are based on management’s expectations and assumptions regarding historical trends, current conditions and expected future developments, as well as other factors that the Corporation believes are reasonable and appropriate in the circumstances, readers are cautioned not to place undue reliance on these forward-looking statements as there is a risk that they may not be accurate.
Important risks that could cause such differences include, but are not limited to, the failure to receive regulatory approvals (including stock exchange) or otherwise satisfy the conditions to the completion of the Offering and the Private Placement or delay in completing the Offering and the Private Placement and the funds thereof not being available to CAE in the time frame anticipated or at all, the occurrence of an event which would allow the Underwriters to terminate their obligations under the Underwriting Agreement to be entered into by the Corporation and the Underwriters in connection with the Offering or which would allow CDPQ to terminate its obligations under the Subscription Agreement entered into by the Corporation and CDPQ in connection with the Private Placement, risks relating to the COVID-19 pandemic such as health and safety, reduction and suspension of operations, global economic conditions, diversions of management attention, heightened IT risks, liquidity risks and credit risks, risks relating to the industry such as competition, business development and awarding of new contracts, level and timing of defence spending, government-funded defence and security programs, constraints within the civil aviation industry, regulatory matters, natural or other disasters, environmental laws and regulations, climate change, risks relating to CAE such as evolving standards and technology innovation, the Corporation’s ability to penetrate new markets, R&D activities, fixed-price and long term supply contracts, strategic partnerships and long-term contracts, procurement and original equipment manufacturer (OEM) leverage, product integration and program management, protection of the Corporation’s intellectual property and brand, third-party intellectual property, loss of key personnel, labour relations, liability risks that may not be covered by indemnity or insurance, warranty or other product-related claims, integration of acquired businesses through mergers, acquisitions, joint ventures, strategic alliances or divestitures, reputational risk,
Except as required by law, the Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.
Material Assumptions
The forward-looking statements set out in this press release are based on certain assumptions including, without limitation: the satisfaction of all conditions of closing and the successful completion of, each of the Offering and the Private Placement within the anticipated timeframe, including receipt of regulatory approvals (including stock exchange approvals), fulfillment by the Underwriters of their obligations pursuant to the Underwriting Agreement and by CDPQ of its obligations pursuant to the Subscription Agreement, that no event will occur which would allow the Underwriters to terminate their obligations under the Underwriting Agreement, or which would allow CDPQ to terminate its obligations under the Subscription Agreement, the anticipated negative impacts of the COVID-19 pandemic on the Corporation’s businesses, operating results, cash flows and/or financial condition, including the intended effect of mitigation measures implemented as a result of the COVID-19 pandemic, CAE’s available liquidity from cash and cash equivalents, undrawn amounts on CAE’s revolving credit facilities, the balance available under CAE’s receivable purchase program, CAE’s cash flows from operations and continued access to debt funding will be sufficient to meet financial requirements in the foreseeable future; and no material financial, operational or competitive consequences of changes in regulations affecting CAE’s business. For additional information, including with respect to other assumptions underlying the forward-looking statements made in this press release, refer to the applicable reportable segment in the Management’s Discussion & Analysis for the year ended
CAE contacts:
General Media:
+1-514-340-5536, helene.v.gagnon@cae.com
Investor relations:
+1-514-734-5760, andrew.arnovitz@cae.com
Source:
2020 GlobeNewswire, Inc., source