Clearwater Seafoods Incorporated Announces Closing of $35 Million Bought Deal Public Offering and Concurrent $15 Million Non-Brokered Private PlacementTue, 21 Jun 2016
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HALIFAX, June 21, 2016 /CNW/ – Clearwater Seafoods Incorporated (TSX: CLR) (the "Company" or "Clearwater") is pleased to announce that it has completed the issuance to the public, on a "bought deal" basis, of an aggregate of 2,518,000 common shares ("Shares") from the treasury of the Company (the "Offering"). The Shares were offered at a price of $13.90 per Share (the "Offering Price"), for gross proceeds to Clearwater of approximately $35 million. The syndicate of investment dealers was led by Cormark Securities Inc. and included Beacon Securities Limited and Scotia Capital Inc. (the "Underwriters").
The Underwriters have been granted an over-allotment option ("Over-Allotment Option") to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days from the date hereof, for market stabilization purposes.
Furthermore, the Company completed a concurrent non-brokered private placement (the "Concurrent Placement") with certain existing insider shareholders for approximately $15 million. Total gross proceeds from the Offering and the Concurrent Placement will be approximately $50 million. In the event the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering and Concurrent Placement will be $55 million.
The net proceeds of the Offering and Concurrent Placement will be used for repayments on revolving debt facilities, growth opportunities, working capital and general corporate purposes.
The Shares were also offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS
This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Clearwater, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect including, but not limited to, total allowable catch levels, selling prices, weather, exchange rates, fuel and other input costs. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
For additional information with respect to risk factors applicable to Clearwater, reference should be made to Clearwater’s continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Clearwater’s Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.
Clearwater is one of North America’s largest vertically integrated seafood companies and the largest holder of shellfish licenses and quotas in Canada. It is recognized globally for its superior quality, food safety, diversity of species and reliable worldwide delivery of premium wild, eco-certified seafood, including scallops, lobster, clams, coldwater shrimp, langoustines, crab, welk and groundfish.
Since its founding in 1976, Clearwater has invested in science, people and technological innovation as well as resource ownership and management to sustain and grow its seafood resource. This commitment has allowed it to remain a leader in the global seafood market and in sustainable seafood excellence.
SOURCE Clearwater Seafoods Incorporated