The take-private acquisition of natural health products manufacturer Atrium Innovations Inc (TSX: ATB & ATB.DB) by an investor group led by European private equity firm Permira Funds has been completed. As previously reported, the total enterprise value of the deal (including debt) was around $1.1 billion, and the purchase price around $751.2 million. Holders of Atrium shares, other than shares rolled over by the Fonds de solidarité des travailleurs du Québec FTQ and the Caisse de dépôt et placement du Québec, will receive $24.00 in cash per share. Company shares and debentures will be de-listed from the Toronto Stock Exchange on or about February 14, 2014. Founded in 1999, Atrium Innovations is based in Québec City.
Atrium Innovations Announces Completion of Acquisition by the Permira Funds
MONTREAL, Feb. 13, 2014 /CNW Telbec/ – Atrium Innovations Inc. (TSX:ATB & ATB.DB) (“Atrium” or the “Corporation”), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today the successful completion of the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all of the outstanding common shares of Atrium (“Atrium Shares”) by corporations backed by the Permira funds (“Permira”) and the acquisition by the Corporation of all of its outstanding 5.75% convertible unsecured subordinated debentures (“Atrium Debentures”).
Pursuant to the Arrangement, the former holders of Atrium Shares (other than the shares rolled over by Fonds de solidarité des travailleurs du Québec (F.T.Q.) (“Fonds”) and Caisse de dépôt et placement du Québec (“CDPQ”)) will receive, for each Atrium Share held, $24.00 in cash, and the former holders of Atrium Debentures will receive, for each $1,000 principal amount of Atrium Debentures, a cash amount of approximately $1,150 (representing the aggregate of $1,000 in principal amount, accrued and unpaid interest on such principal amount to, but excluding, February 13, 2014, and the interest that would otherwise be payable thereon from and including February 13, 2014 to, but excluding, March 15, 2014, as well as the applicable “make whole premium” on the basis of a stock price of $24.00).
Permira has delivered to Computershare Investor Services, the depositary for the Arrangement, sufficient funds to enable the depositary to make the payments described in the Arrangement. In accordance with the Arrangement, payment will be made by the depositary to the holders of the Atrium Shares and Atrium Debentures as soon as practicable following the date hereof.
It is anticipated that the Atrium Shares and the Atrium Debentures will be delisted from the Toronto Stock Exchange on or about February 14, 2014.
Atrium Innovations Inc. (TSX: ATB & ATB.DB) is a globally-recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products which are distributed in more than 35 countries. The Corporation owns healthcare practitioner and specialized retail product brands that are at the forefront of science, innovation and education. Atrium has over 1,300 employees and operates seven manufacturing facilities with current Good Manufacturing Practices. Additional information is available at www.atrium-innovations.com.
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Corporation’s business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Corporation’s quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2012 and the management information circular dated December 17, 2013 each filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Corporation’s expectations as at the date of this press release and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
SOURCE Atrium Innovations Inc.
CONTACT: Investor Relations
Vice President and Chief Financial Officer
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