Wajax Announces C$65 Million Bought Deal Financing
By Marketwired News
By Marketwired News
TORONTO, ONTARIO–(Marketwired – May 26, 2015) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Wajax Corporation (“Wajax” or the “Corporation”) (TSX:WJX) today announced that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and Scotiabank (the “Joint Bookrunners”), under which the underwriters have agreed to buy on a bought deal basis 2,780,000 common shares of the Corporation (the “Common Shares”) at a price of C$23.40 per Common Share for gross proceeds of C$65 million (the “Offering”). The Corporation has granted the underwriters an option, exercisable at the offering price until and including the date that is 30 days following the closing of the Offering, to purchase an additional number of Common Shares equal to up to 15% of the number of Common Shares sold in the Offering to cover over-allotments, if any. The Offering is expected to close on or about June 12, 2015 and is subject to Wajax receiving all necessary regulatory approvals.
The net proceeds of the Offering will be used to reduce bank indebtedness, providing Wajax with additional financial flexibility to execute on its long-term growth strategy. Wajax’s focus in 2015 continues to be centered on cost management, managing its asset base and debt level, and executing a prudent investment plan to support the Corporation’s 4 Points of Growth strategy.
As one of Canada’s most diversified industrial distributors, Wajax’s long-term growth strategy builds upon the Corporation’s dedicated team, national branch network, diverse end market expertise, world-class vendor base and strong customer relationships. These existing strengths will be leveraged through the “4 Points of Growth” which are to continue to develop core capabilities, pursue clear organic growth priorities, build the Corporation’s capacity to complete and integrate Engineered Repair Services acquisitions, and invest in systems that will improve operational efficiencies and customer service.
The Common Shares will be offered by way of a short form prospectus in all of the provinces of Canada and may also be offered by way of private placement in the United States.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Wajax is a leading Canadian distributor engaged in the sale, rental and after-sale parts and service support of equipment, power systems and industrial components, through a network of 123 branches across Canada. The Corporation is a multi-line distributor and represents a number of leading worldwide manufacturers across its core businesses. Its customer base is diversified, spanning natural resources, construction, transportation, manufacturing, industrial processing and utilities.
Cautionary Statement Regarding Forward Looking Information
This news release contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, “forward-looking statements“). These forward-looking statements relate to future events or the Corporation’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as “plans”, “anticipates”, “intends”, “predicts”, “expects”, “is expected”, “scheduled”, “believes”, “estimates”, “projects” or “forecasts”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors beyond the Corporation’s ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward looking statements. There can be no assurance that any forward looking statement will materialize. Accordingly, readers should not place undue reliance on forward looking statements. The forward looking statements in this news release are made as of the date of this news release, reflect management’s current beliefs and are based on information currently available to management. Although management believes that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this news release includes forward looking statements regarding, among other things, the Offering, including its expected timing of completion, the receipt of required regulatory approvals and the use of net proceeds therefrom; our continued focus in 2015 on cost management, managing our asset base and debt level, and executing a prudent investment plan to support our “4 Points of Growth” strategy; our plans to leverage our existing strengths by developing our core capabilities, pursuing organic growth initiatives, building our ability to complete and integrate Engineered Repair Services acquisitions, and investing in systems that will improve operational efficiencies and customer service.
These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions regarding general business and economic conditions; the supply and demand for, and the level and volatility of prices for, oil and other commodities; financial market conditions, including interest rates; our ability to execute our renewed long-term growth strategy, including our ability to develop our core capabilities, execute on our organic growth priorities, complete and effectively integrate acquisitions and to successfully implement new information technology platforms, systems and software; the future financial performance of the Corporation; our costs; market competition; our ability to attract and retain skilled staff; our ability to procure quality products and inventory; and our ongoing relations with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive. Factors that may cause actual results to vary materially include, but are not limited to, failure to complete the Offering on acceptable terms, or at all; failure to receive required regulatory approvals for the Offering; a deterioration in general business and economic conditions; volatility in the supply and demand for, and the level of prices for, oil and other commodities; a continued or prolonged decrease in the price of oil; fluctuations in financial market conditions, including interest rates; the level of demand for, and prices of, the products and services we offer; levels of customer confidence and spending; market acceptance of the products we offer; termination of distribution or original equipment manufacturer agreements; unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, our inability to reduce costs in response to slow-downs in market activity, unavailability of quality products or inventory, supply disruptions, job action and unanticipated events related to health, safety and environmental matters), our ability to attract and retain skilled staff and our ability to maintain our relationships with suppliers, employees and customers. The foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws. Further information concerning the risks and uncertainties associated with these forward looking statements and the Corporation’s business may be found in our Annual Information Form for the year ended December 31, 2014, our management’s discussion and analysis for the three months ended March 31, 2015, filed on SEDAR.
President and Chief Executive Officer
Chief Financial Officer