Canaccord Genuity Growth II Corp (CGGC II), a Canadian special purpose acquisition corporation (SPAC), has filed a final prospectus with regulatory authorities outside of Québec for an initial public offering.
The IPO is for Class A restricted voting units of CGGC II at a price of $3 per unit, for total proceeds of $87 million, not including the greenshoe option.
CGGC II, managed by an affiliate of Canaccord Genuity Group Inc, is expected to target an operating business valued at $100 million to $1 billion.
Last year, CGGC II’s predecessor agreed to merge with Columbia Care LLC, a New York-based medical cannabis business. Prior to the agreement, the SPAC estimated Columbia Care’s value at US$1.35 billion.
Canaccord Genuity Growth II Corp. Files Final Prospectus for Special Purpose Acquisition Company Initial Public Offering
TORONTO, April 1, 2019 /CNW/ – Canaccord Genuity Growth II Corp. (“CGGC II”) has filed a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec in respect of its initial public offering (the “Offering”). CGGC II is a newly-organized special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses within a specified period of time.
The Offering is for 29,000,000 Class A restricted voting units of CGGC II (the “Class A Restricted Voting Units”) at an offering price of $3.00 per Class A Restricted Voting Unit, for aggregate proceeds of $87,000,000. CGGC II has granted the Underwriters (as defined below) an over-allotment option to purchase up to an additional 4,350,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part by the Underwriters up to 30 days following closing of the Offering (the “Over-Allotment Option”). The gross proceeds of the Offering (along with the gross proceeds from any exercise of the Over-Allotment Option) will be placed in escrow pending completion of a qualifying transaction by CGGC II and will only be released upon certain prescribed conditions.
Each Class A Restricted Voting Unit is comprised of a Class A Restricted Voting share (a “Class A Restricted Voting Share”) and one-half of a share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder to purchase one common share of CGGC II (a “Common Share”) for a purchase price of $3.45, commencing 65 days after the completion of our qualifying transaction and will expire on the day that is five years after the closing date of our qualifying transaction or earlier. Class A Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts. Each Class A Restricted Voting Unit will separate following the closing of the qualifying transaction into one common share of CGGC II and one-half of a Warrant. Prior to any qualifying transaction, the Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units will trade as a unit and may only be redeemed as a unit.
Following completion of the qualifying transaction, (i) the Class A Restricted Voting Shares will convert into Common Shares, (ii) the Common Shares and the Warrants will separate and (iii) the Common Shares will trade separately from the Warrants, subject to CGGC II meeting the Neo Exchange Inc.’s (the “Exchange”) listing requirements.
The Offering is being distributed by a syndicate of underwriters co-led by Canaccord Genuity Corp. and Cormark Securities Inc. and including Eight Capital (collectively, the “Underwriters”).
The sponsor of CGGC II is CG Investments Inc. III (“CGIII”), a wholly-owned subsidiary of Canaccord Genuity Group Inc. and an affiliate of Canaccord Genuity Corp. (“Canaccord Genuity”). CGIII intends to purchase 1,160,000 Class B units of CGGC II (“Class B Units”) at an offering price of $3.00 per Class B Unit for aggregate proceeds of $3,480,000 concurrently with the closing of the Offering. Each Class B Unit will consist of one Class B share of CGGC II and one-half of a Warrant. CGIII intends to purchase up to an additional 174,000 Class B units on a pro-rata basis, depending on whether the over-allotment option is exercised in whole or in part.
The CGGC II founders and board of directors include:
Michael Shuh –Chief Executive Officer and Chairman of CGGC II
Managing Director & Head of Financial Institutions Banking, Canaccord Genuity Corp.;
Lawrence D. Wilder- Mr. Wilder will be joining the board of directors on close of the Offering.
Partner at Miller Thomson LLP;
James Merkur –Director of CGGC II
Chief Executive Officer of Logan Peak Capital, Inc.;
Kent Farrell – Director of CGGC II
Partner at Maven Capital; and
Neil Maruoka – Director of CGGC II
Director at Motoi Capital Advisory and Former Lead Healthcare Research Analyst at Canaccord Genuity.
The closing of the Offering is expected to occur on or about April 5, 2019.
The Exchange has conditionally approved the listing of the Class A Restricted Voting Units under the symbol “CGGZ.UN”, subject to the Corporation fulfilling all of the listing requirements of the Exchange, including the distribution of the Class A Restricted Voting Units to a minimum number of public holders.
Goodmans LLP is acting as legal counsel to CGGC II and CGIII. McCarthy Tétrault LLP is acting as legal counsel to the Underwriters.
The Offering is only being made to the public by prospectus. The final prospectus contains important detailed information about the securities being offered. Copies of the final prospectus may be obtained from any of the Underwriters listed above. Investors should read the final 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.
About Canaccord Genuity Growth II Corp.
Canaccord Genuity Growth II Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying transaction within a specified period of time.
About CG Investments Inc. III
CG Investments Inc. III is the sponsor of CGGC II. CG Investments Inc. III is a wholly-owned subsidiary of Canaccord Genuity Group Inc., a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: capital markets and wealth management.
For further information: Canaccord Genuity Growth II Corp., Michael Shuh, Chairman and Chief Executive Officer, (416) 869-7376