TORONTO, ONTARIO--(Marketwired - May 19, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
INFOR Financial Group Inc. ("INFOR") and INFOR Acquisition Corp. ("INFOR Acquisition") announce that INFOR Acquisition has filed a final prospectus with the securities regulatory authorities in all provinces and territories of Canada and has obtained a receipt therefor in respect of its initial public offering (the "Offering") of $200,000,000 of Class A Restricted Voting Units. INFOR Acquisition has granted the underwriters of the Offering a 30-day option following closing of the Offering to purchase up to an additional 3,000,000 Class A Restricted Voting Units, at a price of $10.00 each (the "Over-Allotment Option") for additional gross proceeds of up to $30,000,000. The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option) will be deposited into an escrow account and will only be released upon certain prescribed conditions.
INFOR is the sponsor of INFOR Acquisition. INFOR is an independent merchant bank based in Toronto.
Each Class A Restricted Voting Unit has an offering price of $10.00 per Unit and consists of one Class A Restricted Voting Share and one‐half of a warrant ("Warrant"). Following the Qualifying Acquisition, as defined in the final prospectus, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each whole Warrant will entitle the holder thereof to purchase one Class B Share of INFOR Acquisition at an exercise price of $11.50, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro‐rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the final prospectus.
INFOR Acquisition's Board of Directors is comprised of:
- Neil M. Selfe, CEO of INFOR and INFOR Acquisition
- Brian J. Gibson, former Senior VP, Equities at Ontario Teachers' Pension Plan and Senior VP, Equities and Hedge Funds at Alberta Investment Management Corp.
- William T. Holland, Chairman of CI Financial Corp.
- Steven K. Hudson, CEO of Element Financial Corporation
- Rod Phillips, Chair of the Board of Directors of Postmedia Network Canada Corp.
- Dr. Steven Small, Corporate Director and Investor
- Richard E. Venn, Chairman of DBRS Limited and Vice-Chairman of Element Financial Corporation; previously at CIBC for 40 years
INFOR, Element Investment Corp., a wholly-owned subsidiary of Element Financial Corporation, and some of the directors of INFOR Acquisition as a group (collectively, the "Founders"), intend to purchase an aggregate of 800,000 Class B Units at an offering price of $10.00 per Class B Unit (for an aggregate purchase price of $8,000,000) that will occur simultaneously with the closing of the Offering. Each Class B Unit consists of one Class B Share and one-half of a Warrant.
Brian J. Gibson, William T. Holland, Rod Phillips, Steven Small and Richard E. Venn have also advised that they intend to purchase an aggregate of 80,000 Class A Restricted Voting Units pursuant to the Offering.
"We believe that the most important aspect of a special purpose acquisition corporation is not the capital raised, but the partnerships that are formed with investors to create a value maximizing platform," commented Neil M. Selfe. "Rest assured we will work diligently to ensure that the trust placed in us by our investors is well founded," added Mr. Selfe.
Closing of the Offering is expected to occur on or about May 27, 2015. The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, Class A Restricted Voting Shares and the Warrants pursuant to the Offering, following the closing, under the symbols "IAC.UN", "IAC.A" and "IAC.WT", respectively, with each Class A Restricted Voting Unit separating into Class A Restricted Voting Shares and Warrants approximately 40 days following the closing, subject to INFOR Acquisition fulfilling customary listing requirements.
The Canadian underwriters for the Offering are led by CIBC, BMO Capital Markets, GMP Securities L.P. and TD Securities Inc., and include Canaccord Genuity Corp., National Bank Financial Inc., Cormark Securities Inc. and Manulife Securities Inc. (collectively, the "Underwriters"). CIBC, BMO Capital Markets and Deutsche Bank Securities Inc. ("DBSI") are joint book-runners for the Offering. DBSI has entered into a sub-underwriting agreement with the Underwriters in connection with the sale of Class A Restricted Voting Units. DBSI is registered as a broker dealer in the United States and is not registered to sell securities in any Canadian jurisdiction. Accordingly, it will only sell Class A Restricted Voting Units in the United States.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the prospectus may be obtained from any of the Underwriters. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the final prospectus will be available on SEDAR at www.sedar.com.
Completion of INFOR Acquisition's initial public offering is subject to the receipt of customary approvals, including regulatory approvals.
About INFOR Acquisition Corp.
INFOR Acquisition Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets.
About INFOR Financial Group Inc.
INFOR is an independent merchant bank based in Toronto. INFOR provides innovative, independent, forward thinking financial and strategic advice to corporations, institutional investors, entrepreneurs and government entities. INFOR's asset management division currently is focused on infrastructure and structured credit investments. INFOR Financial Inc., a wholly-owned subsidiary of INFOR, is an independent investment bank that offers advice on mergers and acquisitions, risk management, private funds as well as corporate restructurings and derivative hedging strategies and, subject to regulatory approval, raising private capital.
Visit INFOR Financial Group at www.inforfg.com
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects INFOR's and INFOR Acquisition's current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond INFOR'S or INFOR Acquisition's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of INFOR Acquisition dated May 15, 2015. Neither INFOR nor INFOR Acquisition undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.