Softchoice Corp, a Toronto-based technology services and solutions provider, has launched a bought deal offering that is expected to generate gross proceeds of about C$150 million. About C$139 million of the offering’s proceeds will be accounted for by selling shareholders, including Canadian private equity firm Birch Hill Equity Partners Management. Softchoice, which went public earlier this year, was acquired by Birch Hill in 2013.
Softchoice Corporation Announces $150 Million Bought Deal Offering
TORONTO, Sept. 27, 2021 (GLOBE NEWSWIRE) — Softchoice Corporation (“Softchoice” or the “Company”) (TSX: SFTC), is pleased to announce today that the Company, along with certain funds managed by Birch Hill Equity Partners (the “Birch Hill Selling Shareholders”), Keika Limited (the “Keika Selling Shareholder”) and certain of the Company’s employees and directors (the “Individual Selling Shareholders”, and, together with the Birch Hill Selling Shareholders and the Keika Selling Shareholder, the “Selling Shareholders”), have entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., pursuant to which the underwriters have agreed to purchase, in aggregate, 5,085,000 common shares of the Company (the “Common Shares”) at a price of $29.50 per Share (the “Issue Price”) and offer them to the public for total gross proceeds of approximately $150 million (the “Offering”).
Under the agreement, 360,423 Common Shares will be issued from treasury by Softchoice for gross proceeds of approximately $11 million (the “Treasury Offering”) and an aggregate of 4,724,577 Common Shares will be sold by the Selling Shareholders for aggregate gross proceeds to the Selling Shareholders of approximately $139 million (the “Secondary Offering”). The net proceeds from the Treasury Offering are expected to be used to make cash payments to certain optionholders of the Company in settlement of vested options held by such persons. The Company will not receive any proceeds from the sale of Common Shares associated with the Secondary Offering.
In addition, the Birch Hill Selling Shareholders and the Keika Selling Shareholder have granted the underwriters an over-allotment option (the “Option”) to purchase up to an additional 762,750 Shares at the Issue Price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments. If the Option is exercised in full, the aggregate gross proceeds of the Treasury Offering and Secondary Offering will be approximately $11 million and $162 million, respectively.
The Offering is expected to close on or about October 15, 2021 and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals. Following closing of the Offering, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, have beneficial ownership and control over approximately 45.6% of the issued and outstanding Common Shares of the Company (approximately 44.5% if the Over-Allotment Option is exercised in full).
A preliminary short-form prospectus in connection with the Offering will be filed by no later than October 1, 2021 with the securities regulatory authorities in all provinces and territories of Canada.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This press release is not an offer of securities for sale in the United States. The Common Shares being offered have not been and will not be registered under the United States Securities Act of 1933 (the “Act”), as amended and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account, or for the benefit, of a U.S. person, unless registered under that Act or pursuant to an exemption from the registration requirements of that Act.
Softchoice (TSX: SFTC) is a technology services and solutions provider that equips organizations to be agile and innovative, and for their people to be engaged, connected and creative at work. That means moving them to the cloud, helping them build the workplace of tomorrow, and enabling them to make smarter decisions about their technology portfolio. For more information, please visit www.softchoice.com.