Alignvest Management Corporation (“Alignvest”) and Alignvest Acquisition Corporation (“Alignvest Acquisition”) announce that Alignvest Acquisition has filed a final prospectus with the securities regulatory authorities in all provinces and territories of Canada and has obtained a receipt therefor in respect of its initial public offering (the “Offering”) of $225,000,000 of Class A Restricted Voting Units. Alignvest Acquisition has granted the underwriters of the Offering a 30- day option following closing of the Offering (the “Closing”) to purchase up to an additional 3,375,000 Class A Restricted Voting Units, at a price of $10.00 each (the “Over-Allotment Option”). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option granted by Alignvest Acquisition) will be deposited into an escrow account and will only be released upon certain prescribed conditions.
Alignvest is the sponsor of Alignvest Acquisition. Alignvest is an alternative investment management firm created with the founding principle of increasing alignment between asset managers and their clients.
Alignvest Acquisition is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a “Qualifying Acquisition”).
Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted Voting Share and one-half of a warrant (“Warrant”). Following the Qualifying Acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each whole Warrant will entitle the holder thereof to purchase one Class B Share of Alignvest Acquisition at an exercise price of $11.50 for a period of five years after the completion of the Qualifying Acquisition, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the final prospectus.
Alignvest Acquisition’s Board of Directors is comprised of:
- Timothy Hodgson, Chairman, Managing Partner of Alignvest
- Reza Satchu, President and Chief Executive Officer, Managing Partner of Alignvest
- Bonnie Brooks, Vice Chairman and former President of Hudson’s Bay Company
- Vince Hemmer, former Principal at GTCR
- Adam Jiwan, former Partner at TPG-Axon Capital Management, with experience at Soros Fund Management and The Blackstone Group
- Nadir Mohamed, Vice Chairman of Alignvest and former President and Chief Executive Officer of Rogers Communications
- Andy Moysiuk, Partner of Alignvest and former Managing Partner of HOOPP Capital Partners
- Razor Suleman, Partner of Alignvest and founder and former Chief Executive Officer of Achievers
- Donald Walker, Chief Executive Officer of Magna International
Alignvest Acquisition’s Officers are:
- Reza Satchu, President and Chief Executive Officer
- Sanjil Shah, Chief Financial Officer and Corporate Secretary
- Andre Mousseau, Chief Operating Officer
Alignvest, Bonnie Brooks, Vince Hemmer, Adam Jiwan, Nadir Mohamed and Donald Walker intend to purchase an aggregate of 846,000 Class B Units at an offering price of $10.00 per Class B Unit (for an aggregate purchase price of $8,460,000) that will occur simultaneously with the Closing. Each Class B Unit consists of one Class B Share and one-half of a Warrant.
The Closing is expected to occur on or about June 24, 2015. The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, Class A Restricted Voting Shares and the Warrants being sold pursuant to the Offering under the symbols “AQX.UN”, “AQX.A” and “AQX.WT”, respectively, with the Class A Restricted Voting Units separating into Class A Restricted Voting Shares and Warrants approximately 40 days following the Closing, subject to fulfilling customary listing requirements.
The Class A Restricted Voting Units are being distributed by a syndicate of underwriters being led by TD Securities Inc. and Cantor Fitzgerald & Co., and includes BMO Nesbitt Burns Inc. and CIBC World Markets Inc.
Stikeman Elliott LLP is acting as Canadian legal counsel to Alignvest and Alignvest Acquisition, Osler, Hoskin & Harcourt LLP is acting as Canadian legal counsel to the underwriters, and Ellenoff Grossman & Schole LLP is acting as United States legal counsel to Alignvest, Alignvest Acquisition and the underwriters.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the prospectus m ay be obtained from any of the underwriters. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the final prospectus will be available on SEDAR at www.sedar.com.
Completion of Alignvest Acquisition’s initial public offering is subject to the receipt of customary approvals, including regulatory approvals.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Alignvest’s and Alignvest Acquisition’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Alignvest’s or Alignvest Acquisition’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under “Risk Factors” in the final prospectus of Alignvest Acquisition dated June 16, 2015. Neither Alignvest nor Alignvest Acquisition undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
About Alignvest Acquisition Corporation
Alignvest Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a Qualifying Acquisition.