NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO–(BUSINESS WIRE)–ABC Group Canada LP (the “Selling Shareholder”), announces today that it has completed the sale of 11,000,000 common shares (the “Offered Shares”) of ABC Technologies Holdings Inc. (the “Company”) at a price of C$10.00 per Offered Share, for total proceeds to the Selling Shareholder of C$110,000,000 (the “Offering”). The Offered Shares are listed on the Toronto Stock Exchange and trade under the symbol “ABCT.”
The Offering was made through a syndicate of underwriters led by Scotiabank, BMO Capital Markets and J.P. Morgan as joint active bookrunners together with a syndicate of underwriters comprised of TD Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., and Laurentian Bank Securities Inc. (collectively, the “Underwriters”).
The Selling Shareholder has also granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 1,650,000 common shares in the capital of the Company (the “Additional Shares”) from the Selling Shareholder at a price of C$10.00 per Additional Share for additional proceeds of up to C$16,500,000. The Over-Allotment Option can be exercised for a period of 30 days from the closing date of the Offering.
Immediately prior to the closing of the Offering, the Selling Shareholder owned 52,522,392 common shares of the Company (“Common Shares”) directly and of record, representing 100.0% of the then issued and outstanding Common Shares. Immediately following the closing of the Offering, the Selling Shareholder, directly or indirectly, beneficially owned or controlled, 41,522,392 Common Shares, representing approximately 79.1% of the issued and outstanding Common Shares (or approximately 77.4% of the issued and outstanding Common Shares on a fully-diluted basis), as at the date hereof. The Selling Shareholder will file an early warning report with the securities regulators in each of the provinces and territories of Canada with respect to the foregoing matters pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the Offered Shares sold under the Offering, a copy of which will be available under the Company’s profile on SEDAR at www.sedar.com. A copy of such early warning report may also be obtained by contacting Nathan Barton of the Company at investors@abctech.com.
The Selling Shareholder intends to hold its Common Shares for investment purposes. Subject to compliance with applicable laws and contractual restrictions on transfer, the Selling Shareholder may determine to purchase additional Common Shares, or sell all or some of the Common Shares it holds, depending upon the price of Common Shares, market conditions, and other factors.
The Offering was made pursuant to the Company’s final long-form prospectus dated February 12, 2021, as amended by amendment no.1 dated February 16, 2021, to the Company’s final long-form prospectus, and filed with the securities regulators in each of the provinces and territories of Canada, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.
About the Selling Shareholder
The Selling Shareholder is a limited partnership existing under the laws of the province of Ontario, that is, through one or more intermediary entities, indirectly controlled by Cerberus Capital Management, L.P. The Selling Shareholder’s head office address is 2 Norelco Drive, Toronto, Ontario, Canada M9L 2X6.
Contacts
Nathan Barton
Investor Relations
investors@abctech.com
