Calian Completes $69 Million Upsized Bought Deal Public Offering
NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.OTTAWA, Feb. 25, 2020 (GLOBE NEWSWIRE) — Calian Group Ltd. (“Calian” or the “Company”) (TSX:CGY) is pleased to announce that it has completed its previously announced upsized bought deal offering, under which a total of 1,568,600 common shares of Calian (the “Common Shares“) were sold at a price of $44.00 per Common Share for aggregate gross proceeds of $69,018,400, including Common Shares issued pursuant to the exercise in full of the over-allotment option granted to the Underwriters (as defined below) (the “Offering“). The Offering was conducted by a syndicate of underwriters led by Desjardins Capital Markets and including Acumen Capital Finance Partners Limited, Canaccord Genuity Corp., Stifel Nicolaus Canada Inc., TD Securities Inc. and RBC Dominion Securities Inc. (collectively, the “Underwriters”).The Company intends to use the net proceeds from the Offering to, among other things and as more fully described in the Prospectus Supplement (as defined below), pursue strategic growth initiatives and for general corporate purposes.The Common Shares were offered (i) by way of a prospectus supplement dated February 18, 2020 (the “Prospectus Supplement”) to Calian’s short form base shelf prospectus dated January 31, 2020, which Prospectus Supplement was filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters on a private placement or equivalent basis.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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.About CalianCalian employs over 3,400 people in its delivery of diverse products and solutions for private sector, government and defence customers in North American and global markets. The Company’s diverse capabilities are delivered through four segments: Advanced Technologies, Health, Learning and Information Technology. The Advanced Technologies segment provides innovative products, technologies and manufacturing services and solutions for the space, communications, defence, nuclear, government and agriculture sectors. The Health segment manages a network of more than 1,800 health care professionals delivering primary care and occupational health services to public and private sector clients across Canada. Learning is a trusted provider of emergency management, consulting and specialized training services and solutions for the Canadian Armed Forces and clients in the defence, health, energy and other sectors. The Information Technology segment supports public- and private-sector customer requirements for subject matter expertise in the delivery of complex IT and cyber security solutions. Headquartered in Ottawa, the Company’s offices and projects span Canada and international markets.For investor information, please visit Calian’s website at www.calian.com or contact the Company at email@example.com.Forward-Looking StatementsThis press release includes statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur and include, but are not to, statements regarding the proposed use of the net proceeds under the Offering. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry, the potential offering of any securities by the Company; uncertainty with respect to the completion of any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings; the ability of the Company to negotiate and complete future funding transactions, as well as the risks identified under the heading “Risk Factors” in the Company’s Annual Information Form for its fiscal year ended September 30, 2019. The Company is under no obligation, and expressly disclaims 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 law.