INFOR Acquisition Corp.

INFOR Acquisition Corp.

April 22, 2015 15:26 ET

INFOR Financial Group Inc. and INFOR Acquisition Corp. File Preliminary Prospectus for Initial Public Offering of Units of INFOR Acquisition Corp.

INFOR Acquisition Corp. Positioned to Be One of the First Canadian Publicly Listed "Special Purpose Acquisition Corporations"

TORONTO, ONTARIO--(Marketwired - April 22, 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 preliminary 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 $100,000,000 of Class A Restricted Voting Units. The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions.

The Offering is being distributed by a syndicate of underwriters led by CIBC, BMO Capital Markets, Deutsche Bank Securities Inc., GMP Securities L.P. and TD Securities Inc., and includes Canaccord Genuity Corp., National Bank Financial Inc., Cormark Securities Inc. and Manulife Securities Incorporated (collectively, the "Underwriters"). Deutsche Bank Securities Inc. is not registered to sell securities in any Canadian jurisdiction and, accordingly, will only sell Class A Restricted Voting Units outside of Canada.

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 Class A Restricted Voting 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 preliminary 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 preliminary prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class 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 preliminary prospectus.

INFOR Acquisition's Board of Directors is comprised of:

  • Neil M. Selfe, CEO of INFOR Financial 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 Corporation
  • 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 Financial, Element Investment Corp., a wholly-owned subsidiary of Element Financial Corporation, and some of the directors of INFOR as a group (collectively, the "Founders"), intend to purchase an aggregate of 400,000 Class B Units at an offering price of $10.00 per Class B Unit (for an aggregate purchase price of $4,000,000) 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 40,000 Class A Restricted Voting Units pursuant to the Offering.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the Underwriters. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. 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 preliminary 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 Financial Group Inc. 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 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

Forward-Looking Statements

This press release may contain forwardlooking information within the meaning of applicable securities legislation, which reflects INFOR's and INFOR Acquisition's current expectations regarding future events. Forwardlooking 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 forwardlooking 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 preliminary prospectus of INFOR Acquisition dated April 22, 2015. Neither INFOR nor INFOR Acquisition undertake any obligation to update such forwardlooking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Contact Information

  • Neil M. Selfe
    Chief Executive Officer, INFOR Financial Group Inc.
    Chief Executive Officer and Director, INFOR
    Acquisition Corp.
    (416) 646-2610