Ag Growth International Inc. (TSX:AFN) ("AGI" or the “Company”) today announced it has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets and National Bank Financial Inc. (the “Underwriters”), pursuant to which AGI will issue on a “bought deal” basis, 1,630,000 common shares (“Common Shares”) at a price of $61.50 per share to raise gross proceeds of approximately $100 million (the “Offering”). AGI has also granted the Underwriters an Over-Allotment Option, exercisable in whole or in part for a period expiring 30 days following closing, to purchase up to an additional 244,500 Common Shares at the same offering price. If the Over-Allotment Option is fully exercised, the total gross proceeds to AGI will be approximately $115 million.
The Common Shares 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 the registration requirements thereof. This news release shall not constitute an offer to sell, or the solicitation of any offer to buy, nor shall there be any sale of Common Shares 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.
A preliminary short form prospectus qualifying the distribution of the Common Shares will be filed with the securities regulatory authorities in each of the provinces of Canada (other than Quebec). Closing of the Offering is expected to occur on or about October 25, 2018. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.
The net proceeds of the offering will be used to repay outstanding indebtedness, to pursue potential acquisition opportunities and for working capital and general corporate purposes.
AGI is a leading provider of equipment solutions for agriculture bulk commodities including seed, fertilizer, grain, and feed systems with a growing platform in providing equipment and solutions for food processing facilities. AGI has manufacturing facilities in Canada, the United States, the United Kingdom, Brazil, South Africa, France and Italy, and distributes its product globally.
This news release contains forward-looking information within the meaning of applicable securities laws that reflects our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Company. Forward-looking information may contain such words as “anticipate”, “believe”, “continue”, “could”, “expect”, “intend”, “plan”, “will” or similar expressions suggesting future conditions or events. In particular, this press release includes forward-looking statements relating to the proposed timing of completion of the Offering and the anticipated use of the net proceeds of the Offering. Such forward-looking information is based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the Offering. Additional information on these and other factors that could affect AGI's operations, financial results or dividend payments are described under “Risks and Uncertainties” and "Forward-Looking Information" in our most recently filed Management's Discussion and Analysis and Annual Information Form. These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking information. We cannot assure readers that actual results will be consistent with this forward-looking information and we undertake no obligation to update such information except as expressly required by law.