Atrium Innovations Inc.

July 19, 2011 15:31 ET

Atrium Innovations Announces $75,000,000 Bought Deal Convertible Debenture Offering

QUEBEC CITY, QUEBEC--(Marketwire - July 19, 2011) -


Atrium Innovations Inc. ("Atrium") (TSX:ATB) today announced that it has entered into an agreement to sell, on a bought deal basis to a syndicate of underwriters co-led by TD Securities Inc., National Bank Financial Inc. and RBC Capital Markets, $75,000,000 aggregate principal amount of 5.75% convertible unsecured subordinated debentures, due August 31, 2018 (the "Debentures") at a price of $1,000 per Debenture (the "Public Offering"). Atrium has granted the underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following closing, pursuant to which the underwriters may purchase up to an additional $11,250,000 principal amount of Debentures, on the same terms. If the over-allotment option is exercised in full, the gross proceeds from the Public Offering will be $86,250,000.

Atrium also intends to sell, on a private placement basis, up to $25,000,000 principal amount of Debentures to an institutional investor, on the same terms as the Public Offering (the "Concurrent Private Placement"). The Concurrent Private Placement is subject to certain approvals and is expected to close concurrently with the closing of the Public Offering. Debentures sold under the Concurrent Private Placement will be subject to a four-month hold period. Closing of the Public Offering is not contingent on the closing of the Concurrent Private Placement.

Each Debenture will be convertible at the holder's option into common shares ("Shares") of Atrium at a conversion price of $24.60 per Share (or 40.6504 Shares per $1,000 principal amount of Debentures) subject to adjustments in certain circumstances.

The Public Offering is expected to close on or about August 9, 2011, and is subject to the receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.

All of the net proceeds from the Public Offering and the Concurrent Private Placement are intended to be used to reduce Atrium's outstanding indebtedness.

The Debentures offered under the Public Offering will be offered for sale to the public in each of the provinces and territories of Canada where Atrium is a reporting issuer pursuant to a short form prospectus of Atrium to be filed with Canadian securities regulatory authorities in all applicable Canadian jurisdictions.

This press release is not an offer of securities for sale in the United States. The Debentures and Shares being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, absent an exemption from registration.

About Atrium

Atrium Innovations Inc. is a globally recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products endorsed by health professionals. The Company distributes its extensive portfolio of products mainly in the healthcare practitioner and health food and specialized store channels, with a primary focus in North America and Europe. Atrium is at the forefront of science, innovation and education in the dietary supplement industry. The Company has over 1,000 employees and operates seven manufacturing facilities. Additional information is available at

Cautionary Note and Forward-Looking Statements

This press release contains certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Company's expected issuance of convertible debentures, completion, timing and amount and expected use of proceeds of the Public Offering and the Concurrent Private Placement, business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including the current terms of the offering agreement, management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Company's quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2010 filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company's expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

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