Intact completes subscription receipt offering towards JEVCO purchase

Acquisition expected to close fall 2012.

Intact Financial Corporation announced it has closed its bought deal offering of Subscription Receipts (the “Offering”) underwritten by a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. and including RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp., GMP Securities L.P., Cormark Securities Inc., Macquarie Capital Markets Canada Ltd. and Merrill Lynch Canada Inc. (the “Underwriters”). This resulted in gross proceeds (including the over-allotment option proceeds) to Intact of $237,195,000.

The gross proceeds from the Offering will be held in escrow and are intended to be used by Intact to fund a portion of the purchase price for its previously announced acquisition of all of the issued and outstanding shares of JEVCO Insurance Company (the “Acquisition”) from The Westaim Corporation (“Westaim”).  The closing of the Acquisition is expected to occur in the fall of 2012 and is subject to receipt of required competition and insurance regulatory approvals, approval by Westaim shareholders at a special meeting of shareholders to be held to approve the Acquisition and the satisfaction of certain closing conditions.

If the Acquisition closes on or prior to October 29, 2012, each Subscription Receipt will entitle the holder to receive upon closing of the Acquisition one Common Share of Intact plus an amount equal to the dividends that have been declared on the Common Shares by Intact for which record dates have occurred during the period from May 11, 2012 to but excluding the closing date of the Acquisition (less any applicable withholding taxes, if any) (“Dividend Equivalent Amount”); provided that to the extent that such amount represents dividends for which record dates have occurred and have not yet been paid, such dividends will not be payable to holders of Subscription Receipts (unless IFC otherwise elects) until the related cash distribution is paid to holders of Common Shares.

If the Acquisition is not completed by October 29, 2012 or if the share purchase agreement relating to the Acquisition is terminated in accordance with its terms before that date, the holders of Subscription Receipts will be entitled to receive their full subscription price together with their share of any interest that was earned during the term of escrow (less any applicable withholding taxes, if any).

The Subscription Receipts will commence trading on the Toronto Stock Exchange on May 11, 2012 under the symbol IFC.N.

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