TORONTO, ONTARIO–(Marketwired – June 15, 2017) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Samson Holdings Limited on behalf of the Lang Family (the “Selling Shareholder”) and CCL Industries Inc. (TSX:CCL.B) (the “Company”) have announced today that they have entered into an agreement with a syndicate of underwriters led by Scotiabank and BMO Capital Markets (collectively the “Underwriters”) to complete a secondary offering. Under the agreement, the Underwriters have agreed to purchase from the Selling Shareholder on a bought deal basis five million Class B non-voting shares (the “Offered Shares”), at a price of C$66.65 per Offered Share for gross proceeds of C$333,250,000 (the “Offering”). The Offering is expected to close on or about July 6, 2017, and is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.
The Selling Shareholder currently beneficially owns an aggregate 11,209,400 Class A voting shares and 24,400,000 Class B non-voting shares representing, respectively, 94.7% and 14.8% of the issued and outstanding Class A voting shares and Class B non-voting shares. Following the closing of the Offering, the Selling Shareholder will continue to beneficially own an aggregate of 11,209,400 Class A voting shares and 19,400,000 Class B non-voting shares representing, respectively, 94.7% and 11.8% of the issued and outstanding Class A voting shares and Class B non-voting shares.
Don Lang, Executive Chairman of CCL Industries Inc., added, “The Lang family have sold a small portion of their investment in the Company in support of philanthropic endeavours and estate planning purposes and will continue to be long-term and committed shareholders.”
The net proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering.
The Offered Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States to Qualified Institutional Buyers pursuant to Rule 144A of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
The securities offered have not been registered under the U.S. Securities Act, 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.
Forward-Looking Statements
This press release contains forward-looking statements with respect to the Company and the Selling Shareholder. Although the Company and the Selling Shareholder believe that the expectations reflected in such forward-looking statements, as applicable, are reasonable, such statements involve risks and uncertainties. Wherever possible, words such as “will”, “anticipate”, “believe”, “expects”, “intend” and similar expressions have been used to identify the forward-looking statements, which, without limitation, include those statements related to the Offering (including the terms and timing thereof) and future holdings of the Selling Shareholder. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors and other factors discussed in materials filed with applicable securities regulatory authorities from time to time. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the Company’s disclosure materials filed from time to time with Canadian securities regulatory authorities. The Company and the Selling Shareholder disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable securities laws.
Geoffrey T. Martin
President and Chief Executive Officer
508-270-3404
CCL Industries Inc.
Sean Washchuk
Senior Vice President and Chief Financial Officer
416-756-8526
www.cclind.com