Acasta Enterprises Inc, a special purpose acquisition corporation (SPAC), has filed a final prospectus for an initial public offering. The IPO, which was previously priced to raise $275 million in gross proceeds, is now pegged to bring in $350 million. An over-allotment option granted to underwriters may see the Acasta SPAC raise over $400 million. The offering is expected to close before the end of the month. The Acasta SPAC is sponsored by Acasta Capital, a Toronto-based boutique merchant bank and advisory firm led by Anthony Melman, a former Onex Corp founding partner.
Acasta Enterprises Inc. Files Final Prospectus for Initial Public Offering of $350,000,000 of Class A Restricted Voting Units
TORONTO, July 23, 2015 /CNW/ – Acasta Capital Inc. (“Acasta”) and Acasta Enterprises Inc. (the “Corporation”) announce that the Corporation has filed today a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Corporation’s $350,000,000 initial public offering of Class A Restricted Voting Units (the “Offering”). The Corporation has granted the underwriters an option to purchase up to an additional 5,250,000 Class A Restricted Voting Units, at a price of $10.00 each (the “Over-Allotment Option”) for additional gross proceeds of up to $52,500,000 for a period of 30 days following closing of the Offering. The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option) will be deposited into an escrow account and will only be released upon the satisfaction of certain prescribed conditions. A copy of the final prospectus is available on the SEDAR website at www.sedar.com under the Corporation’s profile.
“Due to very strong interest from shareholders who are aligned with and supportive of the Corporation’s long term objectives, we have increased the size of the Offering,” said Tony Melman, the Corporation’s President and CEO. “We look forward, following closing of the Offering, to pursuing an appropriate acquisition to create value for our shareholders.”
The Corporation is a newly organized special purpose acquisition corporation formed for the purpose of effecting a qualifying acquisition, as defined in the final prospectus. Acasta, a boutique merchant bank and advisory firm based in Toronto, Ontario, is the sponsor of the Corporation.
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 completion of a qualifying acquisition, 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 the Corporation at an exercise price of $11.50 during the period commencing on the closing of a qualifying acquisition and ending five years thereafter, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A 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 final prospectus.
The Corporation’s founders are comprised of Acasta and the following individuals who are directors, advisors and management of the Corporation and principals of Acasta:
•Anthony Melman (Director), Partner, President and Chief Executive Officer of Acasta, Chief Executive Officer of the Corporation and director and Chair of the Finance Committee of Canadian Pacific Railway Limited;
•Belinda Stronach (Director), Partner and Chairman of Acasta and Chair and President of The Stronach Group;
•Geoff Beattie (Director), Chief Executive Officer of Generation Capital and Chairman of Relay Ventures;
•Johan Eliasch (Director), Chairman and CEO of Head N.V.;
•Calin Rovinescu (Director & Chair), President and Chief Executive Officer of Air Canada, and Chairman of the Star Alliance Chief Executive Board;
•Hunter Harrison (Advisor), Chief Executive Officer of Canadian Pacific Railway Limited and Canadian Pacific Railway Company;
•Michael Neal (Advisor), director of JPMorgan Chase, former Vice Chair of General Electric Company, as well as former Chair and Chief Executive Officer of GE Capital;
•Gordon Nixon (Advisor), former President and Chief Executive Officer of the Royal Bank of Canada;
•Rick Waugh (Advisor), Vice-Chair/Chair Elect to the Board of Governors, York University and former Deputy Chairman, President and Chief Executive Officer of The Bank of Nova Scotia;
•Richard Smith, Chief Financial Officer and Chief Operating Officer of the Corporation;
•Andrew Dale, Partner and Vice-President of Acasta;
•Mark Entwistle, Partner and Managing Director of Acasta;
•Michael Liebrock, Partner and Managing Director of Acasta; and
•Alexander Singh, Partner, Managing Director, General Counsel and Secretary of Acasta, and Secretary of the Corporation.
The Corporation’s founders will purchase (prior to any exercise of the Over-Allotment Option) an aggregate of 1,400,000 Class B Units at an offering price of $10.00 per Class B Unit for an aggregate purchase price of $14,000,000. Closing of the founder investment 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.
The closing of the Offering is expected to occur on or about July 30, 2015.
The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants under the symbols “AEF.UN”, “AEF.A” and “AEF.WT”, respectively. The Class A Restricted Voting Units separate into Class A Restricted Shares and Warrants approximately 40 days following the closing of the Offering, subject to the Corporation fulfilling customary listing requirements.
The Offering is being distributed by a syndicate of underwriters led by BMO Capital Markets, TD Securities Inc. and Canaccord Genuity Corp., and includes CIBC World Markets Inc., Scotia Capital Inc. and National Bank Financial Inc.
Goodmans LLP is acting as Canadian legal counsel to Acasta and the Corporation, Stikeman Elliott LLP is acting as Canadian legal counsel to the underwriters, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as United States legal counsel to Acasta, the Corporation and the underwriters.
The Offering is only being made to the public by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained from any of the underwriters listed above. Investors should read the prospectus before making an investment decision.
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 final prospectus are available on SEDAR at www.sedar.com.
About Acasta Enterprises Inc.
Acasta Enterprises Inc. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.
About Acasta Capital Inc.
Acasta is the sponsor of the Corporation. Acasta is a merchant bank and advisory firm based in Toronto, Ontario, formed to bring together individuals with unique experiences and track records to create value for clients and partners based on inventive and actionable ideas. Acasta’s principals are figures who have operated at senior levels of asset management, politics, and commerce within the international business community, and have global networks across numerous sectors. Visit Acasta Capital Inc. at www.acastacapital.com.
This press release may contain forwardlooking information within the meaning of applicable securities legislation, which reflects Acasta’s and the Corporation’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 Acasta’s or the Corporation’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 the headings “Caution Regarding Forward-Looking Statements” and “Risk Factors” in the final prospectus of the Corporation dated July 22, 2015, a copy of which is available on the SEDAR website at www.sedar.com under the Corporation’s profile. Neither Acasta nor the Corporation 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.
SOURCE Acasta Enterprises Inc.
For further information: Mark Entwistle, Managing Director, Acasta Capital Inc., (416) 531-9497
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