Issuing Approximately 57.8 million Shares for
Proceeds of Approximately C$336.9
million
TORONTO, Feb. 15, 2022 /CNW/ - ABC Technologies
Holdings Inc. (TSX: ABCT) ("ABC Technologies", "ABC" or the
"Company"), a leading manufacturer and supplier of custom, highly
engineered technical plastics and lightweighting innovations to the
global automotive industry, today announced the closing of its
previously announced rights offering (the "Rights Offering") and
the issuance of 57,790,064 common shares of ABC Technologies (the
"Common Shares") upon the exercise of the rights at a subscription
price of C$5.83 per Common Share, for
aggregate gross proceeds of approximately C$336.9 million, which are intended to be used to
finance the acquisition of dlhBowles, Inc. from MPE Partners, L.P.
for approximately US$255 million (the
"dlhB Acquisition"), plus the related transaction costs and
expenses for the dlhB Acquisition with any remaining proceeds to be
used to fund a portion of the purchase price payable by ABC with
respect to the acquisition of Karl Etzel GmbH by ABC (the "Karl
Etzel Acquisition").
Further details relating to the dlhB Acquisition, the Rights
Offering and the Karl Etzel Acquisition are provided in separate
press releases issued by the Company on January 5, 2022, January
12, 2022, and January 21,
2022, respectively.
The following Common Shares were issued in connection with the
exercise of rights pursuant to the Rights Offering:
- 53,239,137 Common Shares were issued pursuant to the basic
subscription privilege. Of these, to the knowledge of the Company,
46,788,605 Common Shares were issued to persons who were insiders
of ABC prior to the closing of the Rights Offering (the "Closing"),
or as a result of the Rights Offering, as a group, and 6,450,532
Common Shares were issued to all other persons, as a group;
- 4,550,927 Common Shares were issued pursuant to the additional
subscription privilege. Of these, to the knowledge of the Company,
4,531,426 Common Shares were issued to persons who were insiders of
ABC prior to Closing, or as a result of the Rights Offering, as a
group, and 19,501 Common Shares were issued to all other persons,
as a group; and
- No Common Shares were issued pursuant to the standby purchase
agreement dated January 4, 2022 (the
"Standby Agreement") among ABC, AP IX Alpha Holdings (Lux) S.à.r.l,
the Company's controlling shareholder ("AP IX Alpha") and a fund
managed by affiliates of Apollo Global Management, Inc. (together
with AP IX Alpha, the "Apollo Funds"), and funds managed directly
or indirectly by Oaktree Capital Management, L.P. ("Oaktree"), OCM
Luxembourg OPPS XI S.à.r.l. ("OPPS XI") and OCM Luxembourg OPPS XB
S.à.r.l. ("OPPS XB", and together with OPPS XI, the "Oaktree
Funds", collectively with the Apollo Funds, the "Standby
Purchasers").
No standby fee will be paid to the Standby Purchasers under the
Standby Agreement. Immediately following the Closing, 115,580,128
Common Shares were issued and outstanding (on a non-diluted
basis).
As of immediately prior to the closing of the Rights Offering,
(i) AP IX Alpha held 31,168,685 Common Shares, representing
approximately 53.9% of the 57,790,064 issued and outstanding Common
Shares on a non-diluted basis, and (ii) the Oaktree Funds held, in
the aggregate, 15,607,349 Common Shares, representing approximately
27.0% of the 57,790,064 issued and outstanding Common Shares on a
non-diluted basis.
Following the closing of the Rights Offering and the previously
announced acquisition of Common Shares by AP IX Alpha from
affiliates of Coliseum Capital Management, LLC (the "Private
Transaction") (assuming 10,000,000 Common Shares are acquired
pursuant to the Private Transaction), AP IX Alpha will hold an
estimated 75,356,835 Common Shares, representing
approximately 65.2% of the 115,580,128 issued and outstanding
Common Shares on a non-diluted basis. AP IX Alpha paid C$5.83 for each of the estimated
34,188,150 Common Shares acquired pursuant to the
Rights Offering, representing estimated aggregate consideration of
C$199,316,914.50.
Following the closing of the Rights Offering, the Oaktree Funds
hold, in the aggregate, an estimated 32,726,659 Common
Shares, representing approximately 28.3% of the 115,580,128 issued
and outstanding Common Shares on a non-diluted basis. The Oaktree
Funds paid C$5.83 for each of the
estimated 17,119,310 Common Shares acquired pursuant to
the Rights Offering, representing estimated aggregate consideration
of C$99,805,577.30.
The Apollo Funds hold the Common Shares for investment purposes.
Subject to compliance with applicable laws, the Apollo Funds or
their affiliates may determine to purchase additional Common
Shares, or sell all or some of the Common Shares they will hold,
either on the open market or in private transactions, depending
upon the price of the Common Shares, market conditions, economic
conditions and other factors. Apollo may formulate other purposes,
plans or proposals regarding the Corporation, any of its
subsidiaries or any of their respective securities or may change
its intention with respect to any and all matters referred to
above.
The Oaktree Funds intend to hold the Common Shares for
investment purposes. Subject to compliance with applicable laws,
the Oaktree Funds may determine to acquire additional Common Shares
or dispose of Common Shares through market transactions, public
offerings, private agreement or otherwise, depending upon the price
of the Common Shares, market conditions, economic conditions and
other factors.
This press release is also being issued pursuant to National
Instrument 62-103 –The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues ("NI 62-103") in
connection with the Rights Offering and the Private Transaction.
The Apollo Funds and the Oaktree Funds will also each file an early
warning report pursuant to NI 62-103 with the securities regulators
in each of the provinces and territories of Canada with respect to the foregoing matters,
a copy of which will be available under the Company's profile at
www.sedar.com. A copy of (i) AP IX Alpha's early warning report may
also be obtained by contacting James
Elworth of Apollo Global Management, Inc. at
jelworth@apollo.com, and (ii) the Oaktree Funds' early warning
report may also be obtained by contacting Ivan Grbešić of Stikeman
Elliott LLP, on behalf of the Oaktree Funds, at
igrbesic@stikeman.com.
Forward Looking Statements
This news release contains certain "forward-looking statements"
concerning anticipated future events, results, circumstances,
performance or expectations with respect to the Company and its
operations, including its strategy and financial performance and
condition. Forward-looking statements include statements that are
predictive in nature, depend upon future events or conditions, or
include words such as "expects", "anticipates", "plans",
"believes", "estimates", "intends", "targets", "projects",
"forecasts", "schedule", or negative versions thereof and other
similar expressions, or future or conditional verbs such as "may",
"will", "should", "would" and "could". The forward-looking
statements contained in this news release include, but are not
limited to, the dlhB Acquisition, the Karl Etzel Acquisition and
the intended use of proceeds of the Rights Offering.
Forward-looking statements are based on underlying assumptions and
management's beliefs, estimates and opinions, and are subject to
inherent risks and uncertainties surrounding future expectations
generally that may cause actual results to vary from plans, targets
and estimates. Some of the important risks and uncertainties that
could affect forward-looking statements include, but are not
limited to: the closing of the dlhB Acquisition; the closing of the
Karl Etzel Acquisition; the closing of Rights Offering; the closing
of the Private Transaction; and operational, general economic,
market and business conditions, regulatory developments and
weather. 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 the Company's control. Such risks and
uncertainties include, but are not limited to, the factors
discussed under the heading "Risk Factors" in the Company's Annual
Information Form dated June 30, 2021
and Management's Discussion and Analysis for the three and six
months ended December 31, 2021 which
are available under the Company's issuer profile on SEDAR at
www.sedar.com. The Company cautions readers that actual
results may vary significantly from those expected should certain
risks or uncertainties materialize or should underlying assumptions
prove incorrect. Forward-looking statements are provided for the
purpose of providing information about management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
About ABC Technologies
ABC Technologies is a leading manufacturer and supplier of
custom, highly engineered, technical plastics and lightweighting
innovations to the North American light vehicle industry, serving
more than 25 original equipment manufacturer customers globally
through a strategically located footprint. ABC Technologies'
integrated service offering includes manufacturing, design,
engineering, material compounding, machine, tooling and equipment
building that are supported by an experienced engineering team of
approximately 600 skilled professionals and 6,150 employees
worldwide. The Company operates in six product groups: HVAC
Systems, Interior Systems, Exterior Systems, Fluid Management, Air
Induction Systems, and Flexible & Other. ABC
Technologies' head office address is 2 Norelco Drive,
Toronto, Ontario, Canada M9L
2X6.
About Apollo
Apollo is a global, high-growth alternative asset manager. In
our asset management business, we seek to provide our clients
excess return at every point along the risk-reward spectrum from
investment grade to private equity with a focus on three business
strategies: yield, hybrid, and equity. For more than three decades,
our investing expertise across our fully integrated platform has
served the financial return needs of our clients and provided
businesses with innovative capital solutions for growth. Through
Athene, our retirement services business, we specialize in helping
clients achieve financial security by providing a suite of
retirement savings products and acting as a solutions provider to
institutions. Our patient, creative, and knowledgeable approach to
investing aligns our clients, businesses we invest in, our
employees, and the communities we impact, to expand opportunity and
achieve positive outcomes. As of December
31, 2021, Apollo had approximately $498 billion of assets under management. To learn
more, please visit www.apollo.com.
About Oaktree
Oaktree is a leader among global investment managers
specializing in alternative investments, with US$166 billion in assets under management as of
December 31, 2021. The firm
emphasizes an opportunistic, value-oriented and risk-controlled
approach to investments in credit, private equity, real assets and
listed equities. The firm has over 1,000 employees and offices in
19 cities worldwide. For additional information, please visit
Oaktree's website at http://www.oaktreecapital.com/.
SOURCE ABC Technologies Holdings Inc.