- Marketed deal of widespread shares for gross proceeds of roughly US$250 million, with 15% Over Allotment Choice
- Use of proceeds to partially fund the beforehand introduced acquisition of L3Harris Applied sciences’ Navy Coaching enterprise
MONTREAL, March 8, 2021 /PRNewswire/ – (NYSE: CAE) (TSX: CAE) – CAE Inc. (“CAE” or the “Company”) at this time introduced the launch of a proposed underwritten marketed public providing of widespread shares in america and Canada for gross proceeds to the Company of roughly US$250 million (the “Providing”).
The Providing might be performed by a syndicate of underwriters led by Goldman Sachs & Co. LLC, TD Securities Inc., RBC Capital Markets, and Scotia Capital (USA) Inc. as joint bookrunners (collectively, the “Underwriters”). The Providing might be priced within the context of the market; the problem value per share and measurement of the Providing might be confirmed when CAE enters into an underwriting settlement for the Providing (the “Underwriting Settlement”).
CAE intends to make use of the web proceeds of the Providing to finance a portion of the acquisition value and associated prices of its beforehand introduced acquisition of L3Harris Applied sciences’ Navy Coaching enterprise (the “Acquisition”). CAE expects to fund the stability of the acquisition value and associated prices of the Acquisition with the web proceeds from its beforehand accomplished personal placements of C$700 million (roughly US$550 million) mixture quantity of subscription receipts to 2 institutional buyers, and from at the moment accessible liquidities, together with money available and/or advances or drawdowns beneath a number of of its senior credit score amenities or different debt financing. Pending their use, CAE intends to take a position the web proceeds from the Providing in short-term, funding grade, curiosity bearing devices or maintain them as money or money equivalents, and repay a portion of the indebtedness excellent beneath one in every of extra of its senior credit score amenities. The Providing isn’t contingent on the closing of the Acquisition. If for any purpose the Acquisition doesn’t shut, CAE intends to make use of the web proceeds from the Providing for basic company functions, which can embody the financing of future potential acquisition and progress alternatives.
CAE may also grant the Underwriters an choice to buy extra widespread shares representing as much as 15% of the variety of widespread shares to be offered pursuant to the Providing, solely to cowl the Underwriters’ over-allocation place, if any, and for market stabilization functions. The choice might be exercisable by the Underwriters for a interval of 30 days following the closing of the Providing.
In reference to the Providing, CAE filed the preliminary prospectus complement to its brief kind base shelf prospectus dated November 19, 2020 with the securities regulatory authorities in every of the provinces of Canada. The preliminary prospectus complement has additionally been filed with the U.S. Securities and Alternate Fee (the “SEC”) as a part of CAE’s registration assertion on Kind F-10 in accordance with the multi-jurisdictional disclosure system established between Canada and america.
The issuance of the widespread shares pursuant to the Providing is topic to market and different situations, and to customary approvals of relevant securities regulatory authorities, together with the Toronto Inventory Alternate and the New York Inventory Alternate. There could be no assurance as as to if or when the Providing could also be accomplished, or as to the precise measurement or phrases of the Providing.
The Providing might be made in Canada solely by the use of the brief kind base shelf prospectus and the prospectus complement and in america solely by the use of CAE’s registration assertion. Such paperwork include vital details about the Providing. A replica of the preliminary prospectus complement, the prospectus complement and the brief kind base shelf prospectus might be accessible on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a replica of the registration assertion is accessible on EDGAR at www.sec.gov. Copies of the prospectus dietary supplements and the brief kind base shelf prospectus, when accessible, might also be obtained from any of the next sources: Goldman Sachs & Co. LLC, 200 West Road, New York, NY 10282-2198, Consideration: Prospectus Division (866-471-2526); TD Securities Inc., Consideration: Symcor, NPM (tel: 289-360-2009, electronic mail: [email protected]), 1625 Tech Avenue, Mississauga ON L4W 5P5 and in america from TD Securities (USA) LLC (electronic mail: [email protected]), 1 Vanderbilt Avenue, New York, NY 10017 c/o: Fairness Capital Markets; RBC Dominion Securities Inc., Consideration: Distribution Centre, 180 Wellington Road West, eighth Flooring, Toronto, Ontario M5J 0C2, or by phone at 1-416-842-5349, or by electronic mail at [email protected] and in america from RBC Capital Markets, LLC, Consideration: Fairness Syndicate, 200 Vesey Road, eighth Flooring, New York, NY 10281, or by phone at 1-877-822-4089, or by electronic mail at [email protected]; and Scotia Capital Inc., Consideration: Fairness Capital Markets, Scotia Plaza, 62nd Flooring, 40 King Road West, Toronto, Ontario M5H 3Y2, or by phone at 1-416-863-7704 or by electronic mail at [email protected] and in america from Scotia Capital (USA) Inc., Consideration: Fairness Capital Markets, 250 Vesey Road, twenty fourth Flooring, New York, New York, 10281, or by phone at 1-212-225-6853 or by electronic mail at [email protected]. The content material of any referenced web sites and different digital hyperlinks isn’t integrated by reference herein or in any report or doc filed with the SEC.
Potential buyers ought to learn the prospectus dietary supplements, the brief kind base shelf prospectus, the registration assertion and the paperwork integrated by reference therein earlier than investing within the widespread shares.
No securities regulatory authority has both accepted or disapproved the contents of this press launch. This press launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase the widespread shares, nor shall there be any sale of those securities in any state or jurisdiction through which such a suggestion, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or jurisdiction.
CAE is a excessive know-how firm, at the forefront of digital immersion, offering options to make the world a safer place. Backed by a report of greater than 70 years of business firsts, we proceed to reimagine the shopper expertise and revolutionize coaching and operational help options in civil aviation, defence and safety, and healthcare. We’re the companion of option to clients worldwide who function in advanced, high-stakes and largely regulated environments, the place profitable outcomes are crucial. Testomony to our clients’ ongoing wants for our options, over 60 % of CAE’s income is recurring in nature. We’ve the broadest international presence in our business, with roughly 10,000 workers, 160 websites and coaching places in over 35 nations.
Warning regarding forward-looking statements
This press launch contains forward-looking statements, which embody, with out limitation, statements regarding the Providing; the Acquisition; accessible liquidities; proceeds of debt financing; using proceeds of the Providing; the anticipated timing of, and situations precedent to, completion of the Providing and the Acquisition; basic financial outlook; prospects and traits of an business; and different statements that aren’t historic information. Though CAE believes that the expectations and assumptions on which such forward-looking statements are based mostly are cheap, undue reliance shouldn’t be positioned on the forward-looking statements since no assurance could be provided that they are going to show to be right.
Ahead-looking statements can usually be recognized by way of forward-looking terminology similar to “imagine”, “anticipate”, “anticipate”, “plan”, “intend”, “proceed”, “estimate”, “might”, “will”, “ought to”, “technique”, “future” and comparable expressions. All such forward-looking statements are made pursuant to the ‘secure harbour’ provisions of relevant Canadian securities legal guidelines and of america Non-public Securities Litigation Reform Act of 1995.
By their nature, forward-looking statements require us to make assumptions and are topic to inherent dangers and uncertainties related to our enterprise which can trigger precise leads to future durations to vary materially from outcomes indicated in forward-looking statements, together with dangers and uncertainties regarding the next: the failure to obtain regulatory approvals (together with inventory trade) or in any other case fulfill the situations to the completion of the Providing or delay in finishing the Providing and the funds thereof not being accessible to CAE in the time-frame anticipated or in any respect; the incidence of an occasion which might enable the Underwriters to terminate their obligations beneath the Underwriting Settlement; the failure to shut the Acquisition or change within the phrases of the Acquisition; the uncertainty of acquiring in a well timed method, or in any respect, the requisite regulatory approvals required to finish or in any other case fulfill the closing situations of the Acquisition; unfavourable capital markets developments or different elements which will adversely have an effect on CAE’s capacity to finish the Providing or finance the Acquisition; elevated indebtedness; the truth that CAE doesn’t at the moment personal or management L3Harris Navy Coaching; the character of acquisitions; trade charge and international forex publicity dangers. The foregoing listing isn’t exhaustive and different unknown or unpredictable elements might even have a fabric adversarial impact on the efficiency or outcomes of CAE. The completion of the Providing and the completion of the Acquisition (which aren’t contingent upon one another) are each topic to customary closing situations, termination rights and different dangers and uncertainties, together with, with out limitation, regulatory approvals, and there could be no assurance that both the Providing or the Acquisition might be accomplished.
These statements are usually not ensures of future efficiency or occasions, and we warning you towards counting on any of those forward-looking statements. Whereas administration considers these assumptions to be cheap and acceptable based mostly on info at the moment accessible, there may be threat that they might not be correct. The forward-looking statements contained on this press launch describe our expectations as of March 8, 2021 and, accordingly, are topic to alter after such date. Besides as required by regulation, we disclaim any intention or obligation to replace or revise any forward-looking statements whether or not because of new info, future occasions or in any other case. The forward-looking info and statements contained on this press launch are expressly certified by this cautionary assertion. Besides as in any other case indicated by CAE, forward-looking statements don’t replicate the potential affect of any particular objects or of any inclinations, monetizations, mergers, acquisitions, different enterprise mixtures or different transactions which will happen after March 8, 2021. The monetary affect of those transactions and particular objects could be advanced and relies on the information specific to every of them. We subsequently can’t describe the anticipated affect in a significant method or in the identical method we current recognized dangers affecting our enterprise. Ahead-looking statements are offered on this press launch for the aim of aiding buyers and others in understanding sure key parts of the Providing and the Acquisition. Readers are cautioned that such info might not be acceptable for different functions.
The forward-looking statements set out on this press launch are based mostly on sure assumptions together with, with out limitation: the satisfaction of all closing situations and the profitable completion of the Providing inside the anticipated timeframe, together with receipt of regulatory approvals (together with inventory trade approvals), fulfilment by the Underwriters of their obligations pursuant to the Underwriting Settlement, that no occasion will happen which might enable the Underwriters to terminate their obligations beneath the Underwriting Settlement, our liquidity from our money and money equivalents, undrawn quantities on our revolving credit score amenities, the stability accessible beneath our receivable buy program, our money flows from operations and continued entry to debt funding might be enough to satisfy monetary necessities within the foreseeable future, and no materials monetary, operational or aggressive penalties of adjustments in rules affecting our enterprise. For added info, together with with respect to different assumptions underlying the forward-looking statements made on this press launch, seek advice from the relevant reportable section in CAE’s Administration’s Dialogue & Evaluation for the 12 months ended March 31, 2020 (the “MD&A”). Given the affect of the altering circumstances surrounding the COVID-19 pandemic and the associated response from CAE, governments, regulatory authorities, companies and clients, there may be inherently extra uncertainty related to CAE’s assumptions.
Accordingly, the assumptions outlined on this press launch, and within the paperwork referenced herein and, consequently, the forward-looking statements based mostly on such assumptions, might change into inaccurate. Because it pertains to the Acquisition, the assumptions underlying the forward-looking statements made on this press launch embody, with out limitation, the receipt of all requisite regulatory approvals required to finish the Acquisition in a well timed method and on phrases acceptable to CAE; financial and political environments and business situations; the accuracy and completeness of public and different disclosure (together with monetary disclosure) by L3Harris; the flexibility of CAE to opportunistically entry the capital markets earlier than or after the closing of the Acquisition and absence of fabric change in market situations; the flexibility to hedge exposures to fluctuations in rates of interest and international trade charges; the upkeep of CAE’s funding grade credit standing; in addition to administration’s estimates and expectations in relation to future financial and enterprise situations and different elements in relation to the Acquisition.
Different Materials dangers
Different vital threat elements that might trigger precise outcomes or occasions to vary materially from these expressed in or implied by our forward-looking statements are set out within the MD&A filed by CAE with the Canadian Securities Directors (accessible at www.sedar.com) and with the U.S. Securities and Alternate Fee (accessible at www.sec.gov). The MD&A can also be accessible at www.cae.com. Any a number of of the elements set out within the MD&A could also be exacerbated by the rising COVID-19 outbreak and should have a considerably extra extreme affect on CAE’s enterprise, outcomes of operations and monetary situation than within the absence of such outbreak. Accordingly, readers are cautioned that any of the disclosed dangers might have a fabric adversarial impact on our forward-looking statements. We warning that the disclosed listing of threat elements isn’t exhaustive and different elements might additionally adversely have an effect on our outcomes.
SOURCE CAE INC.
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