CPE News – pcJournal (10/19/2018) – Alithya Group Inc., a portfolio company of Capital Régional et Coopératif Desjardins (CRCD), Investissement Québec (IQ), Industrial Alliance, and TELUS Corporation, has engaged Desjardins Capital Markets for a bought deal private placement of 11,111,200 subscription receipts at CDN $4.50 per subscription receipt for gross proceeds of CDN $50,000,400.
The Offering will be conducted in conjunction with the proposed merger and arrangement transaction involving Edgewater Technology, Inc. (NASDAQ: EDGW). The transaction will constitute a reverse take-over of Edgewater by Alithya.
Upon closing of the transaction and excluding shares to be issued pursuant to the bought deal, former shareholders of Edgewater and Alithya are expected to own approximately 42% and 58% of the total number of outstanding New Alithya shares on a fully-diluted basis, respectively. As result of New Alithya Multiple Voting Shares being issued to former Alithya shareholders which now hold Alithya Multiple Voting Common Shares, the former stockholders of Edgewater and the former shareholders of Alithya are expected to own approximately 18% and 82% of the total voting power of New Alithya Shares, respectively.
The new Alithya has applied for listing of its subordinate voting shares on NASDAQ and TSX under the symbol “ALYA”.
Capital Régional et Coopératif Desjardins (CRCD), Investissement Québec (IQ), Industrial Alliance, and TELUS Corporation currently collectively own 52.1% of Alithya’s equity shares but with 14.3% voting power.
photo credit: Alithya
ALITHYA ANNOUNCES $50 MILLION BOUGHT DEAL PRIVATE PLACEMENT
MONTRÉAL, QUEBEC (October 19, 2018) — Alithya Group Inc. (“Alithya” or the “Company”), one of the most prominent private strategy and digital technology consulting firms in Canada, is pleased to announce that it has entered into an agreement to sell to a syndicate of underwriters led by Desjardins Capital Markets (collectively, the “Underwriters”), or substituted purchasers, on a bought deal private placement basis, 11,111,200 subscription receipts of the Company (the “Subscription receipts”) at a price of $4.50 per Subscription Receipt (the “Offering Price”), for gross proceeds to the Company of $50,000,400 (the “Offering”). The Underwriters have also been granted an option, exercisable in whole or in part at any time up until 72 hours prior to the closing date of the Offering, to purchase for resale up to an additional 1,666,680 Subscription Receipts at the Offering Price, for aggregate gross proceeds to the Company of $57,500,460 in the event the Underwriters exercise this option in full.
The Offering will be conducted in conjunction with the proposed merger and arrangement transaction (the “Business Combination”) involving Edgewater Technology, Inc. (“Edgewater”) pursuant to which the class A shares of the Company (the “Common Shares”) (including, for greater certainty, the Common Shares issued upon conversion of the Subscription Receipts) and the class AA shares of the Company will be exchanged for Class A subordinate voting shares (“Resulting Issuer Subordinate Voting Shares”) and Class B multiple voting shares, respectively, of the issuer resulting from the Business Combination, which exchange will be made subject to and in compliance with Canadian securities laws and U.S. securities laws (the “Transaction”).
Each Subscription Receipt shall be automatically converted for no further consideration and with no further action on the part of the holder thereof, immediately prior to completion of the Business Combination and upon satisfaction of certain release conditions (the “Escrow Release Conditions”), into the Common Shares. Pursuant to the Business Combination, holders of Common Shares will receive one Resulting Issuer Subordinate Voting Share in exchange for each Common Share held. The Escrow Release Conditions will include, without limitation, receipt of the conditional approval from the Toronto Stock Exchange (“TSX”) in Canada and the NASDAQ (collectively, the “Exchanges”) for the listing of the Resulting Issuer Subordinate Voting Shares on such Exchanges following completion of the Business Combination.
The Resulting Issuer has applied for listing of the Resulting Issuer Subordinate Voting Shares on NASDAQ and the TSX under the symbol “ALYA”. Neither NASDAQ nor the TSX has conditionally approved the Resulting Issuer’s listing applications and there is no assurance that either or both of NASDAQ or the TSX will approve the Resulting Issuer’s listing applications. Any such listing of the Resulting Issuer Subordinate Voting Shares will be conditional upon the Resulting Issuer fulfilling all of the listing requirements and conditions of NASDAQ and the TSX. It is a mutual condition to the completion of the Business Combination that the Resulting Issuer Subordinate Voting Shares be approved for listing on NASDAQ (subject only to official notice of issuance) and conditionally approved for listing on the TSX (subject only to satisfaction of customary listing conditions).
The gross proceeds from the Offering will be held in escrow pending the satisfaction of the Escrow Release Conditions, including the satisfaction or waiver of all conditions for the closing of the Business Combination, which is expected to close in early November. Upon satisfaction of the Escrow Release Conditions, the net proceeds of the Offering will be used to reduce indebtedness, fund future growth initiatives and for general corporate purposes.
Should the Escrow Release Conditions not be satisfied by March 1, 2019 or the Business Combination be otherwise terminated, the gross proceeds of the Offering will be returned to holders of Subscription Receipts with interest.
The Offering is expected to close on or about October 30, 2018 and is subject to customary conditions and regulatory approvals.
The Subscription Receipts will be sold in Canada on a private placement basis to “accredited investors” in accordance with applicable securities law and under applicable exemptions from prospectus requirements pursuant to National Instrument 45-106. The Subscription Receipts have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Alithya Group
Alithya Group Inc. is one of the most prominent private strategy and digital technology consulting firms in Canada. Founded in 1992, the firm advises, guides and assists its clients in their pursuit of innovation and excellence. Alithya prioritizes the achievement of business objectives on every project through the optimal use of digital technologies. Its clients mainly operate in the financial services, telecommunications, energy, transportation, health care and government services sectors. With more than 1,600 professionals across Canada, the United States and France, Alithya is an advocate for workforce diversity. As such, the firm is a member of the 30% Club, which encourages the participation of women in management roles, and is implementing immigrant-friendly recruiting initiatives. To learn more, go to www.alithya.com.
The statements in this release relating to matters that are not historical facts (including, without limitation, those regarding the timing or outcome of the Offering and the Business Combination) are forward-looking statements that involve certain risks, uncertainties and hypotheses, including, but not limited to, general business and economic conditions, the condition of the financial markets and other risks and uncertainties. The Company assumes no responsibility to update forward-looking statements in this release except as required by law.
Vice President, Communications and Investor Relations
514 285-5552 # 2891