SHELF PROSPECTUS IS ACCESSIBLE ON SEDAR+ AND
PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE ON SEDAR+ WITHIN TWO
BUSINESS DAYS
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
GUELPH, ON, Sept. 24, 2024 /CNW/ - Hammond Power
Solutions Inc. (TSX: HPS.A) (the "Company" or "HPS")
and 1000925271 Ontario Inc., a wholly-owned subsidiary of Arathorn
Investments Inc., (the "Selling Shareholder") announced
today that they have entered into an agreement with Acumen Capital
Finance Partners Limited and Canaccord Genuity Corp. (the "Co-Lead
Underwriters"), pursuant to which the Co-Lead Underwriters have
agreed to purchase, on a bought deal basis, 434,790 Class A
Subordinate Voting Shares (the "Offered Shares") from the Selling
Shareholder at a price of $131.00 per
Offered Share for gross proceeds to the Selling Shareholder of
approximately $56,957,490 (the
"Offering"). HPS will not receive any proceeds from the
Offering.
The Selling Shareholder has also granted the Underwriters the
option to purchase up to 65,210 additional Offered Shares, at a
price of $131.00 per Offered Share,
to cover over-allotments, if any, and for market stabilization
purposes, exercisable in whole or in part at any time until 30 days
after the closing of the Offering.
The Selling Shareholder is a company controlled by William G. Hammond, Chair of the Board of HPS.
Prior to the Offering, Mr. Hammond beneficially owned or
controlled, directly or indirectly, an aggregate of 924,636 Class A
Subordinate Voting Shares and 2,778,300 Class B Common Shares
(collectively, the "Shares") representing approximately
31.1% of the total issued and outstanding Shares (on an as
converted basis) and approximately 59.5% of the voting power
attached to all Shares. Following the closing of the Offering, Mr.
Hammond will beneficially own or control, directly or indirectly,
489,846 Class A Subordinate Voting Shares and 2,778,300 Class B
Common Shares, representing approximately 27.5% of the issued and
outstanding Shares (on an as converted basis) and approximately
57.3% of the voting power attached to all of the Shares (and
approximately 26.9% and 57.0%, respectively, if the over-allotment
option is exercised in full).
Closing of the Offering is expected to be on or about
September 27, 2024 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals, including the applicable securities
regulatory authorities.
The Offered Shares will be offered in each of the provinces of
Canada, except for Quebec, by way of a prospectus supplement to
the short form base shelf prospectus of the Company dated
June 20, 2024 and may also be
offered to qualified institutional buyers pursuant to Rule 144A or
Regulation D or in such other manner as to not require registration
under the U.S. Securities Act of 1933, as amended, (the "U.S.
Securities Act") in the United
States.
Delivery of the shelf prospectus, the prospectus supplement, and
any amendments to the documents will be satisfied in accordance
with the "access equals delivery" provisions of applicable
securities legislation. The shelf prospectus and the prospectus
supplement will be accessible on SEDAR+ at www.sedarplus.ca on
or prior to September 25, 2024.
An electronic or paper copy of the shelf prospectus, the
prospectus supplement, and any amendment to the documents may be
obtained, without charge, from the Company by phone at 519-822-2441
x453 or by e-mail at ir@hammondpowersolutions.com by providing the
Company with an email address or address, as applicable.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States or any other jurisdiction in
which such offer, solicitation or sale would be unlawful. No
securities may be offered or sold to, or for the account or benefit
of persons in the United States or
to any U.S. persons in which such offer or sale would be unlawful
absent registration or an available exemption under the U.S.
Securities Act, and compliance with or exemption from any
applicable state securities laws. "United States" and "U.S.
persons" shall have the meaning given to them in Regulation S under
the U.S. Securities Act.
About Hammond Power Solutions Inc.
HPS enables electrification through its broad range of dry-type
transformers, power quality products and related magnetics. HPS'
standard and custom-designed products are essential and ubiquitous
in electrical distribution networks through an extensive range of
end-user applications. The Company has manufacturing plants in
Canada, the United States (U.S.), Mexico and India and sells its products around the globe.
HPS shares are listed on the Toronto Stock Exchange and trade under
the symbol HPS.A.
Forward-Looking Information
Certain statements in this press release constitute
"forward-looking information" and "forward-looking statements"
(collectively, "forward-looking statements") within the meaning of
applicable Canadian securities laws and are based on assumptions,
expectations, estimates and projections as of the date of this
press release. Forward-looking statements in this press release
include statements with respect to the Offering, including the
expected closing date of the Offering and regulatory approvals with
respect to the Offering. Forward-looking statements are often, but
not always, identified by words or phrases such as "expects", "is
expected", "anticipates", "believes", "plans", "projects",
"estimates", "assumes", "intends", "strategies", "targets",
"goals", "mission", "forecasts", "objectives", "budgets",
"schedules", "potential" or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions. Forward-looking statements are
necessarily based upon management's perceptions of historical
trends, current conditions and expected future developments, as
well as a number of specific factors and assumptions that, while
considered reasonable by the Company as of the date of such
statements, are outside of the Company's control and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies which could result in the
forward-looking statements ultimately being entirely or partially
incorrect or untrue. Forward-looking statements contained in this
press release are based on various assumptions and factors,
including, but not limited to, the following: the assumption that
all necessary regulatory approvals will be obtained in connection
with the Offering; assumptions with respect to the timing of the
Closing of the Offering and that the Offering will close at all;
and that the risk factors noted below, collectively, do not have a
material impact on the Company's business, operations, revenues
and/or results. By their nature, forward-looking statements are
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct, and that
objectives, strategic goals and priorities will not be
achieved.
Known and unknown risk factors, many of which are beyond the
control of the Company, could cause the actual results of the
Company to differ materially from the results, performance,
achievements or developments expressed or implied by such
forward-looking statements. Such risk factors include but are not
limited to those factors which are discussed under the section
entitled "Risk Factors" in the Company's most recent annual
information form which is available under the Company's SEDAR+
profile at www.sedarplus.ca. The risk factors are not intended to
represent a complete list of the factors that could affect the
Company and the reader is cautioned to consider these and other
factors, uncertainties and potential events carefully and not to
put undue reliance on forward-looking statements. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Forward-looking statements are provided for the purpose of
providing information about management's expectations and plans
relating to the future. 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,
or to explain any material difference between subsequent actual
events and such forward-looking statements, except to the extent
required by applicable law. All of the forward-looking statements
contained in this press release are qualified by these cautionary
statements.
SOURCE Hammond Power Solutions Inc.