MindBeacon Holdings Inc. has priced its initial public offering of common shares and concurrent secondary offering, if the over-allotment option is exercised.
MindBeacon Holdings will issue 8,125,000 common shares at a price of $8.00 per share for aggregate gross proceeds of $65 million. MindBeacon has previously filed to issue common shares at a price between $7.00 and $8.00 per share to raise $50 million in gross proceeds from the treasury offering.
Selling shareholders include TELUS Corporation (TSX: T; NYSE: TU), 1930339 Ontario Inc., 2451585 Ontario Inc. and 1964998 Ontario Inc.
If the over-allotment option is exercised in full, the selling shareholders will receive aggregate gross proceeds of approximately $10 million.
MindBeacon common shares have been conditionally approved for listing on the Toronto Stock Exchange (TSX) under the symbol “MBCN.” MindBeacon’s common shares are expected to begin trading on the TSX on December 18, 2020.
The offering is expected to close on December 23, 2020.
The underwriting syndicate is led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. and including and Canaccord Genuity Corp., Bloom Burton Securities Inc., Beacon Securities Limited and Echelon Wealth Partners Inc.
Osler, Hoskin & Harcourt LLP and Davies Ward Phillips & Vineberg LLP act as legal counsels to MindBeacon and the underwriters respectively.
Upon completion of the IPO and assuming no exercise of the over-allotment option, Claire Duboc, co-founder and director, directly and through Elkland Capital Inc. and Elkland Capital L.P., entities controlled by her, will own or control 3,289,193 common shares, Green Shield Canada (GSC) will own or control 2,810,743 common shares, Manulife Capital Inc. will own or control 1,459,436 common shares and TELUS will own or control 1,459,436 common shares.
Toronto based MindBeacon is developing a comprehensive continuum of mental healthcare through its online BEACON platform (BEACON) and in-clinic care. Launched in 2017 BEACON is one of the first commercially available, digitally-native platforms offering therapist-assisted internet-based CBT in Canada.
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MINDBEACON HOLDINGS INC. ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario, December 17, 2020—MindBeacon Holdings Inc. (“MindBeacon” or the “Company”) announced today that it has obtained a receipt for its final base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement in respect of its initial public offering (the “Offering”). The Offering consists of a treasury offering of an aggregate of 8,125,000 common shares of the Company at a price of $8.00 per share for aggregate gross proceeds of $65 million and, if the Over-Allotment Option (as defined below) is exercised, a secondary offering by certain shareholders of the Company (the “Selling Shareholders”). If the Over-Allotment Option is exercised in full, the Selling Shareholders will receive aggregate gross proceeds of approximately $10 million. The offering is expected to close on December 23, 2020, subject to customary closing conditions.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of MindBeacon’s common shares, subject to fulfillment by MindBeacon of all of the initial listing requirements and conditions of the TSX. The common shares are expected to begin trading on the TSX on an “if, as and when issued basis” on December 18, 2020 under the symbol “MBCN”.
The Offering is being led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. as joint bookrunners, Canaccord Genuity Corp. as co-lead underwriter and Bloom Burton Securities Inc., Beacon Securities Limited and Echelon Wealth Partners Inc. as underwriters.
The Selling Shareholders have granted to the underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time and from time to time for a period of 30 days after closing of the Offering, to purchase from the Selling Shareholders up to 1,218,750 common shares of the Company (representing 15% of the aggregate number of common shares sold in the base offering) at a price of $8.00 per share, for the purpose of covering the underwriters’ over-allocation position, if any.
A copy of MindBeacon’s supplemented PREP prospectus will be available on SEDAR at www.sedar.com on December 18, 2020.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of MindBeacon in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, the securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Established in 2015 through a partnership with CBT Associates, a psychologist-led private clinic specializing in evidence-based therapy including CBT, MindBeacon is developing a comprehensive continuum of mental health offerings through our online BEACON platform (“BEACON”) and in-clinic care. BEACON launched in 2017 as one of the first commercially available, digitally-native platforms offering therapist-assisted internet-based CBT in Canada. MindBeacon is using data to develop mental health programs that are designed to address an individual’s unique needs with effective, affordable and accessible therapy. With a protocol-driven therapeutic approach and the ability to deliver therapy through a team of regulated mental health professionals, BEACON is growing and is changing the therapy landscape. MindBeacon aims to provide a comprehensive and accessible service offering to support clients throughout their journey to better mental health.
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