MONTREAL – BUSINESS – Bombardier has announced that it has closed its previously announced public offering (the Offering) of 487,840,350 subscription receipts (the Subscription Receipts), at a price of Cdn$2.21 per Subscription Receipt, for aggregate gross proceeds of approximately Cdn$1.1 billion. The gross proceeds include proceeds from the 63,631,350 Subscription Receipts issued and sold pursuant to the underwriters’ over-allotment option, which was exercised in full. The Offering was underwritten by a syndicate of underwriters led by National Bank Financial Inc., UBS Securities Canada Inc., CIBC and Citigroup Global Markets Canada Inc. The subscription receipts are expected to begin trading on Friday, February 27, 2015, under the ticker symbol TSX-BBD.R.
As Bombardier is not currently authorized under its articles to issue a sufficient number of its Class B shares (subordinate voting) (the Class B Subordinate Voting Shares), the proceeds of the Offering will be held by an escrow agent pending, among other things, receipt of all approvals (including shareholder approval) required to amend the articles of Bombardier to increase the number of Class A shares (multiple voting) and Class B Subordinate Voting Shares Bombardier is authorized to issue from 1,892,000,000 to 2,742,000,000 (the Release Condition).
As previously announced, a special meeting of shareholders has been convened and will take place on March 27, 2015, for the purpose of approving the proposed amendment to the articles of Bombardier by way of special resolution approved by 66 2/3% of the votes cast at the meeting. In the event the special resolution is duly adopted by shareholders, the amendment to the articles of Bombardier is expected to become effective on or about March 27, 2015 and the net proceeds of the Offering released to Bombardier on March 30, 2015. A management proxy circular prepared in connection with the special meeting of shareholders of the Corporation will be mailed and filed with the securities regulatory authorities of each of the provinces of Canada on or about March 2, 2015. Certain members of the Bombardier family currently exercising control or direction over 266,863,185 Class A shares (multiple voting) and 2,713,340 Class B Subordinate Voting Shares, representing 58.24% of the total votes attached to the Class A shares (multiple voting) and Class B Subordinate Voting Shares, have agreed to vote in favour of the resolution approving the amendment of the articles of the Corporation.
Each Subscription Receipt entitles the holder thereof to receive, on satisfaction of the Release Condition, and without payment of additional consideration, one Class B Subordinate Voting Share. In the event that the Release Condition is not satisfied prior to 5:00 p.m. (Montreal time) on April 30, 2015, holders of Subscription Receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned or other income generated on such amount. The net proceeds of the Offering will be used by Bombardier to supplement its working capital and for general corporate purposes.
The Subscription Receipts have been issued by way of a prospectus supplement dated February 20, 2015 under Bombardier’s short form base shelf prospectus dated February 18, 2015, both of which were previously filed with the securities regulatory authorities of each of the provinces of Canada.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Bombardier also announced today that Steven Ridolfi, Senior Vice President, is leaving the Corporation and retiring after 32 years of service.