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Bombardier announced today 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.
Bombardier is the world’s largest manufacturer of both planes and trains. Looking far ahead while delivering today, Bombardier is evolving mobility worldwide by answering the call for more efficient, sustainable and enjoyable transportation everywhere. Our vehicles, services and, most of all, our employees are what make us a global leader in transportation.
Bombardier is headquartered in Montréal, Canada. Our shares are traded on the Toronto Stock Exchange (BBD) and we are listed on the Dow Jones Sustainability World and North America Indices. In the fiscal year ended December 31, 2014, we posted revenues of $20.1 billion. News and information are available at bombardier.com or follow us on Twitter @Bombardier.
Bombardier and The Evolution of Mobility are trademarks of Bombardier Inc. or its subsidiaries.
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Senior Director, Investor Relations
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This press release includes forward-looking statements, which may involve, but are not limited to: statements with respect to the Corporation’s objectives, guidance, targets, goals, priorities, market and strategies, financial position, beliefs, prospects, plans, expectations, anticipations, estimates and intentions; general economic and business outlook, prospects and trends of an industry; expected growth in demand for products and services; product development, including projected design, characteristics, capacity or performance; expected or scheduled entry-into-service of products and services, orders, deliveries, testing, lead times, certifications and project execution in general; competitive position; and the expected impact of the legislative and regulatory environment and legal proceedings on the Corporation’s business and operations; the Corporation’s available liquidities and the Corporation’s capital raising plan, the release of the proceeds of the Offering and the use of proceeds therefrom; the receipt of required regulatory and other approvals, including shareholder approval; and the anticipated timing of the shareholders’ meeting. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “anticipate”, “plan”, “foresee”, “believe”, “continue”, “maintain” or “align”, the negative of these terms, variations of them or similar terminology. By their nature, forward-looking statements require management to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from those forecasted. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. Certain important assumptions by the Corporation or its consultants in making forward-looking statements include, but are not limited to, the satisfaction of the Release Condition. For additional information with respect to the assumptions underlying the forward-looking statements made in this press release, refer to the respective Guidance and forward-looking statements sections in Aerospace and in Transportation in the Management’s Discussion and Analysis (MD&A) of the Corporation’s financial report for the fiscal year ended December 31, 2014.
Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, risks associated with general economic conditions, risks associated with the Corporation’s business environment (such as risks associated with the financial condition of the airline industry and major rail operators), operational risks (such as risks related to developing new products and services; doing business with partners; product performance warranty and casualty claim losses; regulatory and legal proceedings; the environment; dependence on certain customers and suppliers; human resources; fixed-price commitments and production and project execution), risks relating to the Corporation’s ability to implement its capital raising plan and mitigate potential liquidity underperformance; financing risks (such as risks related to liquidity and access to capital markets, exposure to credit risk, certain restrictive debt covenants, financing support provided for the benefit of certain customers and reliance on government support); the Release Condition not being satisfied; failure to receive regulatory approvals (including stock exchange) or other approvals the funds of the Offering not being available to the Corporation; and market risks (such as risks related to foreign currency fluctuations, changing interest rates, decreases in residual values and increases in commodity prices). For more details, see the Risks and uncertainties section in Other in the MD&A of the Corporation’s financial report for the fiscal year ended December 31, 2014. Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on forward-looking statements. The forward-looking statements set forth herein reflect management’s expectations as at the date of this press release and are subject to change after such date. Unless otherwise required by applicable securities laws, the Corporation expressly disclaims any intention, and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.