Solium Announces $40 Million Bought Deal Financing
CALGARY, ALBERTA – October 12, 2017
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
Solium Capital Inc. (TSX:SUM) (“Solium” or the “Company”), the leading provider of software-as-a-service for global equity-based incentive plans, administration, financial reporting and compliance, is pleased to announce that it has entered into an agreement with a syndicate of underwriters including National Bank Financial Inc. as sole bookrunner, and together with CIBC World Markets Inc., co-lead underwriter (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis 3,903,000 common shares of the Company (the “Shares”) at a price of $10.25 per Share for gross proceeds of $40 million (the “Offering”). The Shares will be offered in all provinces of Canada pursuant to a short form prospectus to be filed by Solium, as well as in the United States under applicable registration statement exemptions and such other jurisdictions as may be agreed to by Solium on a private placement basis.
The Company has granted the Underwriters an over-allotment option to purchase up to that number of additional Shares equal to 15% of the Shares purchased pursuant to the Offering, exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering.
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, as well as to provide further flexibility for future acquisitions including potentially material acquisitions.
“Solium is currently the leading provider of SaaS software for the automation and management of equity-based incentive plans,” said Marcos Lopez, Chief Executive Officer of Solium. “Our customer base includes a diverse group of over 3,000 private and public companies with employee participants in more than 100 countries. Today’s announcement is in line with our stated objective of accelerating our growth, including white-label partnerships and our continued focus on bringing solutions to companies at all stages of their life cycle. In addition, this provides us the ability to act quickly to complete further opportunistic acquisitions to strengthen our product portfolio for our customers. Our commitment to a robust global platform that can service our customers from start up through IPO and to maturity, with world-class service, is our differentiator and a key driver of our success.”
The Offering is expected to close on or about November 1, 2017, and is subject to the receipt of all necessary regulatory approvals, including, but not limited to, the approval of the Toronto Stock Exchange and subject to certain other conditions.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from such registration requirements.
About Solium Capital Inc.
Solium Capital Inc. (TSX: SUM) provides cloud-enabled services for global equity administration, financial reporting and compliance. From offices in the United States, Canada, the United Kingdom, Europe and Australia, our innovative software-as-a-service (SaaS) technology powers share plan administration and equity transactions for more than 3,000 corporate clients with employee participants in more than 100 countries. Follow us @Solium and visit us at solium.com.
This news release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes information with respect to the intended use of the net proceeds of the Offering, the jurisdictions in which the Shares will be offered, the Company’s objectives and growth plans, and the closing date of the Offering. Forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, and “continue”, or the negative of these terms and similar terminology, including references to assumptions. Please note, however, that not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Solium’s control, including assumptions with respect to the satisfaction and timing of receipt of required regulatory approvals and other conditions to the closing of the Offering. These risks and uncertainties could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, a change in market conditions, general business and economic conditions, and the risk factors identified in Solium’s Annual Information Form (AIF) dated March 24, 2017, which is available on SEDAR at www.sedar.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that Solium anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on Solium’s business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and Solium does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
Investor Relations Contact:
Heidi Christensen Brown