TORONTO, ONTARIO–(Marketwired – May 10, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Firan Technology Group Corporation (TSX:FTG) (“FTG” or the “Company“) is pleased to announce that it has completed its previously announced bought deal private placement financing (the “Offering“). A total of 3,450,000 special warrants (the “Special Warrants“) were issued at a price of $2.00 per Special Warrant for gross proceeds of $6,900,000, which included the exercise in full of the underwriters’ option.
The syndicate of underwriters for the Offering was led by Acumen Capital Finance Partners Limited (“Acumen“) and included Paradigm Capital Inc. and Clarus Securities Inc. (collectively, the “Underwriters“).
The gross proceeds from the sale of the Special Warrants will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to closing of the Acquisition (as defined below), other than the payment of the consideration for the Acquisition, and the Company obtaining a receipt for the Final Prospectus (as defined below) on or prior to July 15, 2016 (or such later date as may be agreed to by Acumen on behalf of the Underwriters) (the “Qualification Deadline“).
The net proceeds of the Offering will be used by the Company to pay a portion of the US$9.3 million purchase price (subject to customary adjustments) for the acquisition announced May 5, 2016 (the “Acquisition“) of Teledyne Technologies Incorporated’s printed circuit technology business by FTG Circuits Inc.
The Special Warrants issued under the Offering shall be subject to a four month hold period, and each Special Warrant shall be deemed to be exercised into one subscription warrant of the Company (each a “Subscription Warrant“) to be issued pursuant to the terms of a Subscription Warrant indenture (the “Indenture“) on the date that is two (2) business days following the date a receipt has been issued for the Company’s (final) short form prospectus (the “Final Prospectus“) by the securities commissions in each of the provinces of Canada in which the Special Warrants have been sold, other than Québec, qualifying the distribution of the Subscription Warrants issuable upon the deemed exercise of the Special Warrants and qualifying the distribution of the Underlying Shares (as defined herein). If the receipt for a Final Prospectus has not been obtained at or prior to the Qualification Deadline or if satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition) does not occur on or prior to the Qualification Deadline, an amount per Special Warrant equal to the subscription price thereof will be paid to holders of the Special Warrants and the Special Warrants will be cancelled. The Company has agreed to use its best efforts to obtain a receipt for the Final Prospectus on or before the Qualification Deadline and to file all necessary documents and take all necessary action with the appropriate regulatory authorities to ensure that the Subscription Warrants are listed on the Toronto Stock Exchange.
Provided that the Company has obtained a receipt for the Final Prospectus on or prior to the Qualification Deadline, upon the satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition): (a) one common share of the Company (each an “Underlying Share“) will be automatically issued for each Subscription Warrant (subject to customary anti-dilution protection) outstanding, without payment of additional consideration or further action by the holder thereof; and (b) the net proceeds from the sale of the Special Warrants (less 50% of the Underwriters’ commission and any applicable expenses) will be released from escrow to the Company for the purposes of completing the Acquisition. If: (i) the Acquisition is not completed on or before the Qualification Deadline; (ii) the purchase and sale agreement in respect of the Acquisition is terminated in accordance with its terms at any earlier time; or (iii) the Indenture is terminated at any earlier time, or (iv) the Company has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, an amount per Subscription Warrant equal to the subscription price of a Special Warrant will be paid to holders of the Subscription Warrants and the Subscription Warrants will be cancelled.
The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “1933 Act“) and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to, or for the account or benefit of, U.S. persons.
ABOUT FIRAN TECHNOLOGY GROUP CORPORATION
FTG is an aerospace and defense electronics product and subsystem supplier to customers around the globe. FTG has two operating units:
FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defense, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California and a joint venture in Tianjin, China.
FTG Aerospace manufactures illuminated cockpit panels, keyboards and sub-assemblies for original equipment manufacturers of aerospace and defense equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, Fort Worth, Texas and Tianjin, China.
The Company’s shares are traded on the Toronto Stock Exchange under the symbol FTG.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements. These forward-looking statements are related to, but not limited to, the completion of the Acquisition and the filing of the Final Prospectus. Forward-looking information typically contains words such as “anticipate”, “believe”, “expect”, “plan” or similar words suggesting future outcomes. Such statements are based on the current expectations of management of the Company and inherently involve numerous risks and uncertainties, known and unknown, including economic factors and the Company’s industry, generally. The preceding list is not exhaustive of all possible factors. Please refer to the Company’s Annual Information Form on www.SEDAR.com for a list of additional factors. Such forward-looking statements are not guarantees of future performance and actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Company. The reader is cautioned to consider these and other factors carefully when making decisions with respect to the Company and not place undue reliance on forward-looking statements. Other than as required by law, the Company disclaims any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Additional information can be found at the Company’s website www.ftgcorp.com.
Bradley C. Bourne
President and CEO
(416) 299-4000, ext. 314
[email protected]
Firan Technology Group Corporation
Joseph R. Ricci
Vice President and CFO
(416) 299-4000, ext. 309
[email protected]
www.ftgcorp.com
