TORONTO, ONTARIO–(Marketwired – June 22, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE 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 received a receipt dated June 22, 2016 (the “Receipt“) from the Ontario Securities Commission for the Company’s final short form prospectus (the “Final Prospectus“) filed with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario with respect to the qualification for distribution of an aggregate of 3,450,000 subscription warrants of the Company (the “Subscription Warrants“) issuable upon the deemed exercise of the 3,450,000 previously issued special warrants (the “Special Warrants“) of the Company (the “Offering“).
The Special Warrants were previously issued on May 10, 2016 pursuant to an underwritten private placement led by Acumen Capital Finance Partners Limited (“Acumen“) and including Paradigm Capital Inc. and Clarus Securities Inc. (collectively, the “Underwriters“) for gross proceeds to the Company of $6,900,000. In accordance with the terms of the indenture governing the Special Warrants, each Special Warrant entitles the holder thereof to receive one Subscription Warrant on the deemed exercise of the Special Warrants for no additional consideration. All Special Warrants will be deemed exercised without the payment of additional consideration or further action on the part of the holder as at 4:59 pm EDT on June 24, 2016.
The Toronto Stock Exchange has conditionally approved the listing of the Subscription Warrants. The listing of the Subscription Warrants is expected to occur on or about June 27, 2016 under the symbol “FTG.R”.
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 Acquisition is currently expected to close in early July 2016.
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 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 July 15, 2016 (or such later date as may be agreed to by Acumen on behalf of the Underwriters); (ii) the purchase and sale agreement in respect of the Acquisition is terminated in accordance with its terms at any earlier time; (iii) the Subscription Warrant 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.
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 common shares are listed and 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 listing of the Subscription Warrants, the use of proceeds from the Offering and the completion of the Acquisition. 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
bradbourne@ftgcorp.com
Firan Technology Group Corporation
Joseph R. Ricci
Vice President and CFO
(416) 299-4000, ext. 309
joericci@ftgcorp.com
www.ftgcorp.com