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.
About Calian
We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex problems. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.
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Media inquiries:[email protected] 613-599-8600 x 2298 Investor Relations inquiries:[email protected]
DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: [email protected]