Torstar-controlled VerticalScope prices IPO to bring in C$125m

Toronto-based digital media company VerticalScope has priced its initial public offering of subordinate voting shares to raise C$125 million.

Toronto-based digital media company VerticalScope has priced its initial public offering of subordinate voting shares to raise C$125 million. Shares are expected to begin trading on the Toronto Stock Exchange on June 15 under the symbol “FORA”. If the IPO’s greenshoe option is fully exercised, proceeds could rise to C$144 million. VerticalScope is controlled by NordStar Capital-backed Torstar Corp.

PRESS RELEASE

TORONTO, June 14, 2021 /CNW/ – VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) announced today that it has filed with the securities regulatory authorities in each of the provinces and territories in Canada, and obtained a receipt for, its final base PREP prospectus (the “Final Prospectus”), and has entered into an underwriting agreement in respect of its initial public offering of 5,685,000 subordinate voting shares of the Company (the “Offering”) at a price of C$22.00 per subordinate voting share (the “Offering Price”), for gross proceeds of C$125,070,000. The Offering is expected to close on June 21, 2021, subject to customary closing conditions.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Company’s subordinate voting shares subject to fulfilling customary listing requirements. The subordinate voting shares are expected to begin trading on the TSX on an “if, as and when issued basis” on June 15, 2021 in Canadian dollars under the symbol “FORA”.
The Offering is being made through a syndicate of underwriters led by RBC Dominion Securities Inc., Canaccord Genuity Corp. and National Bank Financial Inc., as lead underwriters and joint bookrunners, and which also includes TD Securities Inc., Raymond James Ltd., Desjardins Securities Inc., Cormark Securities Inc. and HSBC Securities (Canada) Inc. (collectively, the “Underwriters”).

The Company has granted to the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 852,750 subordinate voting shares at the Offering Price. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be C$143,830,500. The Over-Allotment Option may be exercised in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing date of the Offering.

Norton Rose Fulbright Canada LLP is acting as legal counsel to VerticalScope and Goodmans LLP is acting as legal counsel to the Underwriters.

A copy of the Final Prospectus is available, and a copy of the supplemented PREP prospectus containing pricing information and other important information relating to the subordinate voting shares and the Offering will be available on or about June 15, 2021, under VerticalScope’s profile on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved the contents of this news release. The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

About VerticalScope
Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high-consumer spending categories. VerticalScope’s mission is to enable people with common interests to connect, explore their passions and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and more than 100 million monthly active users.