Birch Hill’s GDI to raise $150 mln in going public transaction with Medwell

Medwell Capital Corp (TSX-V: MWC) and GDI Integrated Facility Services Inc have priced their previously announced public offering. The offering, which when closed this month will create a new public entity that will carry on the business of GDI and assume its name, is expected to raise aggregate gross proceeds of $150.4 million or greater. The offering is tied to a transaction that will merge GDI, a Montréal-based provider of janitorial and related services, with Medwell. Both companies are portfolio investments of Canadian mid-market private equity firm Birch Hill Equity Partners. According to SEDAR documents, Birch Hill will receive $104 million of offering proceeds and remain a significant investor in the publicly-listed GDI.

PRESS RELEASE

Medwell Capital Corp. Announces Pricing of Public Offering

EDMONTON, ALBERTA–(Marketwired – May 6, 2015) –

Further to the announcement, on April 1st, 2015, that it had entered into an arrangement agreement relating to a transaction (the “Arrangement”) with GDI Integrated Facility Services Inc., Medwell Capital Corp. (“Medwell” or the “Company”) (TSX VENTURE:MWC) is pleased to announce that it has entered into an underwriting agreement in connection with the public offering (the “Offering”) of 9,400,000 subordinate voting shares of the Company (the “Subordinate Voting Shares”) at a price of $16.00 (the “Offering Price”) per Subordinate Voting Share for aggregate gross proceeds of $150,400,000. A copy of the underwriting agreement and the final prospectus will be available on SEDAR under the Company’s issuer profile at www.sedar.com.

The Offering is being underwritten by a syndicate of underwriters bookrun by TD Securities Inc. and National Bank Financial Inc., co-led by Desjardins Securities Inc., and including GMP Securities L.P., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc. and Merrill Lynch Canada Inc. (collectively, the “Underwriters”). The Underwriters have been granted an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Underwriters, to purchase from the Company up to an additional 705,000 Subordinate Voting Shares (representing 7.5% of the Subordinate Voting Shares offered pursuant to the Offering) at a price per Subordinate Voting Share equal to the Offering Price. The Over-Allotment Option can be exercised for a period of 30 days from the closing date.

Upon completion of the Offering and the Arrangement, the Company and GDI will form a single publicly-traded entity to be renamed “GDI Integrated Facility Services Inc.” in its English version and “GDI Services aux immeubles inc.” in its French version. The closing is scheduled for May 14, 2015 and is subject to certain closing conditions.

The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Subordinate Voting Shares upon closing of the Offering under the symbol “GDI”, subject to fulfilling the customary TSX requirements.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation of sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any United States state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable United States state securities laws or pursuant to an exemption therefrom.

About Medwell Capital Corp.
The Company is a Canadian-based investment and advisory firm which invests in and advises companies on strategy and technology development.

About GDI Integrated Facility Services Inc.
GDI is a Montréal-based janitorial services provider which offers a range of commercial cleaning services and other complementary services such as mechanical maintenance services, damage restoration services, and janitorial and sanitation supplies to owners or managers of large property portfolios and large specialized facilities in Canada and the United States. GDI’s services are used by the majority of the largest multi-property owners or managers in Canada and by an increasing number of clients in the United States.

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

CONTACT INFORMATION
Medwell Capital Corp.
1-866-701-6033
www.medwellcapital.com

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