Goodfood Market Corp. ("Goodfood" or the "Company") (TSX:FOOD), a
leading online grocery company in Canada, is pleased to announce
that it has closed its previously announced bought deal public
offering (the “Offering”), pursuant to which a syndicate of
underwriters co-led by Desjardins Capital Markets and Stifel GMP
(together, the “Co-Lead Underwriters”), and including National Bank
Financial Inc., Scotia Capital Inc., Raymond James Ltd., RBC
Dominion Securities Inc., Canaccord Genuity Corp., Eight Capital
and Acumen Capital Finance Partners Limited (collectively with the
Co-Lead Underwriters, the “Underwriters”) purchased an aggregate of
5,788,000 common shares of the Company (the “Offered Shares”), of
which 4,135,000 Offered Shares (the “Treasury Shares”) were issued
and sold by the Company from treasury and an aggregate of 1,653,000
Offered Shares (the “Secondary Shares”) were sold by Messrs.
Jonathan Ferrari, Chairman and Chief Executive Officer of the
Company, Neil Cuggy, President and Chief Operating Officer of the
Company, Raffi Krikorian, Vice President, Merchandising of the
Company, and Hamnett Hill, a director of the Company, or their
respective holding companies (collectively the “Selling
Shareholders”) at a price of $6.05 per Offered Share (the “Offering
Price”). The Offering represents gross proceeds of approximately
$25.0 million to the Company and approximately $10.0 million to the
Selling Shareholders.
The Underwriters have also exercised in full the
option granted by the Company and the Selling Shareholders (the
“Over-Allotment Option”) to purchase 620,250 additional Treasury
Shares from the Company and an aggregate of 247,950 additional
Secondary Shares from the Selling Shareholders at the Offering
Price for additional gross proceeds of up to approximately $3.8
million to the Company and approximately $1.5 million to the
Selling Shareholders. Aggregate gross proceeds of the Offering,
including the Over-Allotment Option, is approximately $28.8 million
to the Company and $11.5 million to the Selling Shareholders, for
an aggregate of $40.3 million.
Goodfood is very pleased with the success of and
interest in the Offering including the full exercise of the
Over-Allotment Option.
The Offered Shares were offered by way of short
form prospectus in all of the provinces of Canada. The Company
intends to use a substantial portion of the net proceeds of the
Offering to fund capital and operational projects to build out
same-day delivery capabilities through fulfilment technology and
automation equipment and for general corporate purposes.
Prior to the Offering, Messrs. Ferrari, Cuggy
and Hill, three of the Selling Shareholders, respectively held,
directly or indirectly, 10,795,644, 10,796,216 and 8,033,571 common
shares of the Company, representing respectively 17.99%, 17.99% and
13.39% of the then issued and outstanding common shares of the
Company. Following the completion of the Offering, Messrs. Ferrari,
Cuggy and Hill respectively hold, directly or indirectly,
10,225,359, 10,225,931 and 7,463,286 common shares of the Company,
representing respectively 15.79%, 15.79% and 11.52% of the
Company’s issued and outstanding common shares. The Selling
Shareholders have entered into lock-up agreements for a period of
90 days from the date of closing of the Offering prohibiting their
disposition of securities of the Company, subject to certain
exceptions. The Selling Shareholders participated in the Offering
and sold the Secondary Shares for general portfolio and investment
purposes and may engage in transactions in or with respect to
securities of the Company from time to time depending on a number
of factors.
For further information and to obtain a copy of
the early warning report to be filed under applicable Canadian
securities laws in connection with the foregoing matters, please
see the Company’s profile on SEDAR at www.sedar.com or contact the
Investor Relation Manager of the Company at the below coordinates.
The Company’s head and registered office is located at 4600
Hickmore, Montreal, Quebec, H4T 1K2.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in the United States or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and applicable U.S. state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements thereunder.
About GoodfoodGoodfood
(TSX:FOOD) is a leading online grocery company in Canada,
delivering fresh meal solutions and grocery items that make it easy
for members from coast to coast to enjoy delicious meals at home
every week. Goodfood’s mission is to make the impossible come true,
from farm to kitchen, by enabling members to do their weekly meal
planning and grocery shopping in less than 1 minute. Goodfood
members get access to a unique selection of products online as well
as exclusive pricing made possible by its world class direct to
consumer fulfilment ecosystem that cuts out food waste and
expensive retail overhead. The Company has a production facility
and administrative offices in Montreal, two production facilities
in the Greater Toronto Area (one in operation and another under
construction), two production facilities out West, in Calgary and
Vancouver, and a breakfast facility in Montreal. Goodfood had
272,000 active subscribers as at May 31, 2020.
www.makegoodfood.ca.
For more information:
Investors and Media
Philippe
Adam |
Roslane
Aouameur |
Chief Financial Officer |
Director, FP&A and Investor Relations |
(855) 515-5191 |
(855) 515-5191 |
IR@makegoodfood.ca |
IR@makegoodfood.ca |
FORWARD-LOOKING
INFORMATION:
This release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Such forward-looking information includes, but is not
limited to, information with respect to our objectives and the
strategies to achieve these objectives, as well as information with
respect to our beliefs, plans, expectations, anticipations,
estimates and intentions. This 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”, or “continue”, the negative of these
terms and similar terminology, including references to assumptions,
although not all forward-looking information contains these terms
and phrases. Forward-looking information is provided for the
purposes of assisting the reader in understanding the Company and
its business, operations, prospects and risks at a point in time in
the context of historical and possible future developments and
therefore the reader is cautioned that such information may not be
appropriate for other purposes. 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 our control,
which 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, the following risk factors which are discussed in
greater detail under “Risk Factors” in the Company’s Annual
Information Form for the year ended August 31, 2019 available on
SEDAR at www.sedar.com: limited operating history, negative
operating cash flow, food industry, quality control and health
concerns, regulatory compliance, regulation of the industry, public
safety issues, product recalls, damage to Goodfood’s reputation,
transportation disruptions, product liability, ownership and
protection of intellectual property, evolving industry,
unionization activities, reliance on management, factors which may
prevent realization of growth targets, competition, availability
and quality of raw materials, limited number of products,
environmental and employee health and safety regulations, online
security breaches and disruption, reliance on data centers, open
source license compliance, future capital requirements, operating
risk and insurance coverage, management of growth, conflicts of
interest, litigation, and catastrophic events. Although the
forward-looking information contained herein is based upon what we
believe are reasonable assumptions, readers are cautioned against
placing undue reliance on this information since actual results may
vary from the forward-looking information. Certain assumptions were
made in preparing the forward-looking information concerning
availability of capital resources, business performance, market
conditions, and customer demand. In addition, information and
expectations set forth herein are subject to and could change
materially in relation to developments regarding the COVID-19
pandemic and its impact on product demand, labour mobility, supply
chain continuity and other elements beyond our control.
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 we
anticipate will be realized or, even if substantially realized,
that they will have the expected consequences or effects on our
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 we do 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.
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