Canam Group Inc.

September 30, 2010 15:33 ET

Canam Group Announces a $50 Million Bought Deal Convertible Debenture Offering

BOUCHERVILLE, QUÉBEC--(Marketwire - Sept. 30, 2010) -


Canam Group Inc. (the "Company") (TSX:CAM) announced today a public offering, on a "bought deal" basis, of $50 million principal amount of convertible unsecured subordinated debentures with an interest rate of 6.25% per annum, payable semi-annually on the last day of April and October commencing on April 30, 2011 (the "Debentures"). The Debentures will mature on October 31, 2015.

The offering is being made through a syndicate of underwriters led by BMO Capital Markets and National Bank Financial Inc.

The Company has also granted the underwriters the option to purchase up to $7.5 million principal amount of additional Debentures at a price of $1,000 per Debenture to cover over-allotments, exercisable in whole or in part anytime up to 30 days following closing of the offering.

The Debentures will be convertible at the holder's option into common shares of the Company at any time prior to the maturity date and the business day immediately preceding the date fixed by the Company for redemption at a conversion price of $12.00 per common share. The Debentures will not be redeemable by the Company prior to October 31, 2013. On and after October 31, 2013 and prior to maturity, the Debentures may be redeemed in whole or in part from time to time at the Company's option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the common shares of the Company on the Toronto Stock Exchange for the 20 consecutive trading days ending 5 trading days preceding the date on which the notice of redemption is given is at least 125% of the conversion price.

The net proceeds of the offering will be used to repay indebtedness of the Company and for general corporate purposes.

The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about October 21, 2010.

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

The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended, or any states securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from the registration requirement of such act or any applicable states securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.

About Canam Group Inc.

Canam Group is a leader in the design and fabrication of construction products and solutions and a leading provider of design-build and building information modeling (BIM) services. The company operates more than 25 manufacturing plants and engineering offices in Canada, the United States, Romania, India and China, and has partnerships with companies in Saudi Arabia, the United Arab Emirates and China.

The information in this press release includes certain forward-looking statements. These "forward-looking" statements are based on currently available competitive, financial and economic data and operating plans but are subject to risks and uncertainties. In addition to general global events outside of the Company's control, there are factors which could cause actual results, performance or achievements to vary from those expressed or inferred herein including the risks associated with the ability to satisfy regulatory and commercial closing conditions to the offering, the uncertainty associated with accessing capital markets and the risks associated with the Company's business. Risk factors are discussed in greater detail in the section on "Risk Factors" in the Annual Information Form of the Company filed on March 15, 2010 and available at Forward-looking statements include information concerning possible or assumed future results of operations or financial position of the Company, as well as statements preceded by, followed by, or that include the words "believes", "expects", "anticipates", "estimates", "projects", "intends", "should" or similar expressions. Important factors, in addition to those discussed in this press release, could affect the future results of the Company and could cause those results to differ materially from those expressed in any forward-looking statements.

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