Affiliates of Gibraltar & Co Inc have filed a final prospectus with Canadian securities regulatory authorities for the initial public offering of Gibraltar Growth Corp, a special purpose acquisition corporation (SPAC). The offering will seek to raise up to $115 million in gross proceeds, including proceeds obtained from an over-allotment option granted to underwriters. As previously reported by PE Hub Canada, the Gibraltar SPAC is focused on acquiring and growing consumer-facing companies in North America with an enterprise value of up to $750 million. The offering is expected to close on or about October 2nd.
Gibraltar Growth Corporation Files Final Prospectus for Initial Public Offering of $100,000,000 of Class A Restricted Voting Units
TORONTO, ONTARIO–(Marketwired – Sept. 28, 2015) –
Gibraltar Opportunity Inc. (“Gibraltar Opportunity”) and Gibraltar Growth Corporation (the “Corporation”) announce that the Corporation has filed a final prospectus with the securities regulatory authorities in all provinces and territories of Canada and has obtained a receipt therefor in respect of its initial public offering (the “Offering”) of $100,000,000 of Class A restricted voting units. The Corporation has granted the underwriters of the Offering a 30-day option following closing of the Offering to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of $10.00 each (the “Over-Allotment Option”) for additional gross proceeds of up to $15,000,000. 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 certain prescribed conditions.
Gibraltar Opportunity is the sponsor of the Corporation and a wholly-owned subsidiary of Gibraltar & Company, Inc. (“Gibraltar”), a Toronto-based private investment management company.
The Corporation’s team, comprised of its management, founders, board of directors and advisory board members, includes:
Joe Mimran (Director), Chairman and Co-Chief Executive Officer of the Corporation, and founder and former Creative Director of the Joe Fresh™ brand for Loblaw Companies Limited;
Cam di Prata (Director), Co-Chief Executive Officer of the Corporation, and founder and Chief Executive Officer of Gibraltar and an investment banking professional with over 25 years of experience in mergers and acquisitions;
Javier San Juan (Director), Vice-Chairman of the Corporation, and President of L’Oréal Latin America Hispanic Zone and Mexico, and former President and Chief Executive Officer of L’Oréal Canada;
Jeremy Stepak, Chief Financial Officer of the Corporation;
John Cassaday (Founder and Director), founding President and former Chief Executive Officer of Corus Entertainment Inc.;
Michael MacMillan (Founder and Advisory Board member), Chief Executive Officer of Blue Ant Media Inc. and co-founder and former Chief Executive Officer of Alliance Atlantis Communications Inc.;
Joe Natale (Founder and Advisory Board member), former Chief Executive Officer, President and director of TELUS Corporation;
Earl Rotman (Founder and Director), Chairman of Venator Capital Management and an investment banking professional with over 35 years of transaction experience;
James Haggarty (Founder and Director), Chief Executive Officer of SHOP.CA;
Som Seif (Director), founder and Chief Executive Officer of Purpose Investments, Inc.;
Jordan Banks (Advisory Board member), Managing Director of Facebook Canada; and
Charles Brindamour (Advisory Board member), President and Chief Executive Officer of Intact Financial Corporation.
The Corporation is a growth-focused public company. Its management, founders, directors and advisory board members are experienced in operations, marketing and branding and technology as well as in mergers and acquisitions and leading public market companies. The Corporation’s team is focused on using its network, experience and expertise to identify, evaluate and execute an attractive qualifying acquisition and to grow that platform business to create value for its shareholders. The Corporation intends to focus primarily on North American consumer-facing companies with an enterprise value of up to $750 million.
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 Warrant. Upon closing of the qualifying acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation at an exercise price of $11.50 for a period commencing 30 days thereafter to five years after the completion of the qualifying acquisition, 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 senior management, founders, directors and advisory board members intend to invest $4 million in the Corporation, either directly or indirectly through Gibraltar, through an aggregate purchase of 400,000 Class B Units at an offering price of $10.00 per Class B Unit (for an aggregate purchase price of $4,000,000). Closing of this investment will occur simultaneously with the closing of the Offering. Each Class B Unit consists of one Class B Share and one Warrant.
Closing of the Offering is expected to occur on or about October 2, 2015. The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, Class A Restricted Voting Shares and the Warrants pursuant to the Offering, following the closing, under the symbols “GBG.UN”, “GBG.A” and “GBG.WT”, respectively, with each Class A Restricted Voting Unit separating into Class A Restricted Voting Shares and Warrants approximately 40 days following the closing, subject to the Corporation fulfilling customary listing requirements.
The Offering is being distributed by a syndicate of underwriters led by CIBC, TD Securities Inc. and Cantor Fitzgerald & Co., and which includes National Bank Financial Inc (the “Underwriters”). Blake, Cassels & Graydon LLP is acting as legal counsel to Gibraltar Opportunity and the Corporation and Stikeman Elliott LLP is acting as legal counsel to the Underwriters.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the prospectus may be obtained from any of the Underwriters. 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 will be available on SEDAR at www.sedar.com.
Completion of the Corporation’s initial public offering is subject to the receipt of customary approvals, including regulatory approvals.
About Gibraltar Growth Corporation
Gibraltar Growth Corporation 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 Gibraltar Opportunity, Inc.
Gibraltar Opportunity, Inc. is a wholly-owned subsidiary of Gibraltar & Company, Inc., and the sponsor of Gibraltar Growth Corporation. Gibraltar Opportunity, Inc. provides advisory and revenue acceleration services to consumer-facing companies in technology and non-technology sectors, and will invest in non-technology opportunities directly and through Gibraltar Growth Corporation.
About Gibraltar & Company, Inc.
Gibraltar & Company, Inc. is a Toronto-based private investment management company involved in investment and advisory activities through two-wholly owned operating subsidiaries, Gibraltar Opportunity, Inc. and Gibraltar Ventures, Inc.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Gibraltar Opportunity’s and the Corporation’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Gibraltar Opportunity’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 forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under “Risk Factors” in the final prospectus of the Corporation dated September 25, 2015. Neither Gibraltar Opportunity nor the Corporation undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Gibraltar Growth Corporation
Chief Financial Officer
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