Park Lawn Corporation
TSX VENTURE : PLC

Park Lawn Corporation

December 03, 2015 09:01 ET

Park Lawn Corporation Announces Increase to Previously Announced Bought Deal Financing From C$15 Million to C$22 Million in Gross Proceeds

TORONTO, ONTARIO--(Marketwired - Dec. 3, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Park Lawn Corporation (TSX VENTURE:PLC) ("Park Lawn" or the "Company") announced today that as result of investor demand it has upsized its previously announced offering of subscription receipts (the "Subscription Receipts") to 1,914,000 Subscription Receipts at a price of C$11.50 per Subscription Receipt for gross proceeds to the Company of C$22,011,000 (the "Offering"). The Offering is being sold on a bought deal basis to a syndicate of underwriters led by National Bank Financial Inc. The net proceeds of the sale of the Subscription Receipts will be used to finance the previously announced the acquisition (the "Acquisition") of Midwest Memorial Group, LLC ("MMG"). The Company has also granted to the underwriters an over-allotment option to purchase 191,400 additional Subscription Receipts, representing 10% of the size of the offering. The over-allotment option may be exercised at any time, in whole or in part, until 30 days following the closing of the Offering.

On December 2, 2015 Park Lawn announced that it had entered into a definitive agreement to acquire MMG for a purchase price of approximately US$16 million in cash, subject to customary working capital and other adjustments, plus an additional potential earn-out cash payment based on the future financial performance of MMG. MMG currently owns 26 cemeteries (including nine with crematoria) and manages two cemeteries in the State of Michigan.

Upon the satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition): (a) one common share of the Company (a "Common Share") will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof; (b) an amount per Subscription Receipt equal to the per-share cash dividends declared by the Company on the Common Shares to holders of record on a date during the period that the Subscription Receipts are outstanding, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company for the purposes of completing the Acquisition.

The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to closing of the Acquisition (other than the payment of the consideration for the Acquisition). There can be no assurance that the applicable consents and regulatory approvals will be obtained, that the other closing conditions will be met or that the Acquisition will be consummated.

If the Acquisition fails to close as described above by April 30, 2016 or if the Acquisition is terminated at an earlier time, the gross proceeds of the Offering and pro rata entitlement to interest earned or deemed to be earned on the Subscription Receipts, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

The Subscription Receipts will be offered pursuant to a short-form prospectus to be filed in each of the provinces of Canada, which will describe the terms of the Offering. The Offering is expected to close on or about December 22, 2015 and is subject to certain conditions including, but not limited to, the receipt of all regulatory approvals including the approval of the TSX Venture Exchange (the "TSXV").

The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to, or for the account or benefit of, U.S. persons.

About Park Lawn

Park Lawn Corporation provides goods and services associated with the disposition and memorialization of human remains. Products and services are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). The Company owns and operates six cemeteries in the Greater Toronto Area and operates the crematorium at the Brampton Crematorium and Visitation Centre. The Company also operates Tubman/Cadieux Funeral Homes in the Ottawa region and Parkland Funeral Holdings in Manitoba and Saskatchewan. The Company's Harmonia business currently operates under license in Quebec City, Laval, Saint-Apollinaire and Saint-Georges.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate", "pro-forma" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Acquisition, the completion of the Offering and the proposed use of proceeds of the Offering. The forward-looking statements in this news release are based on certain assumptions, including without limitation that all conditions to completion of the Acquisition and the Offering will be satisfied or waived. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the Company's annual information form available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Park Lawn Corporation
    Andrew Clark
    Chief Executive Officer
    416-231-1462