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VANCOUVER, BC, Dec. 1, 2020 /CNW/ - Premium Brands
Holdings Corporation ("Premium Brands" or the "Company") (TSX:
PBH), a leading producer, marketer and distributor of branded
specialty food products, is pleased to announce the successful
closing of the issue and sale of 2,358,650 common shares of the
Company (the "Offered Shares") at a price (the "Offering Price") of
$97.55 per Offered Share (including
307,650 common shares of the Company issued in connection with the
exercise, in full, of the Underwriters' (as defined below)
over-allotment option) (the "Offering").
The Offered Shares were offered to the public through a
syndicate of underwriters which was co-led by Cormark Securities
Inc., BMO Capital Markets, CIBC Capital Markets, National Bank
Financial Inc. and Scotiabank, and included RBC Dominion Securities
Inc., TD Securities Inc., Desjardins Securities Inc., Industrial
Alliance Securities Inc., Merrill Lynch Canada Inc., and Wells
Fargo Securities Canada, Ltd. (collectively, the
"Underwriters").
Concurrent with the closing of the Offering, Premium Brands
completed a private placement (the "Concurrent Private Placement")
of 590,000 common shares of the Company at the Offering Price with
Canada Pension Plan Investment Board ("CPP Investments") (including
77,000 common shares of the Company issued in connection with the
exercise, in full, of CPP Investments' additional share option),
for aggregate gross proceeds to the Company of approximately
$57.5 million. The common shares
issued to CPP Investments pursuant to the Concurrent Private
Placement will be subject to a four-month statutory hold period
from the date of issue, subject to certain exempt trades permitted
by applicable securities legislation.
Premium Brands intends to use the net proceeds of the Offering
and the Concurrent Private Placement to temporarily reduce
indebtedness under Premium Brands' revolving credit facility (the
"Revolving Credit Facility"), which will then be drawn upon to fund
the purchase price of Premium Brands' previously-announced proposed
acquisition of Clearwater Seafoods Incorporated (the "Clearwater
Transaction"). If the Clearwater Transaction is not completed,
Premium Brands intends to use the net proceeds of the Offering and
the Concurrent Private Placement to reduce existing indebtedness
under the Revolving Credit Facility, thereby increasing the amount
available to be drawn under the Revolving Credit Facility, as
required, to fund future potential strategic acquisitions and
capital projects.
About Premium Brands
Premium Brands owns a broad range of leading specialty food
manufacturing and differentiated food distribution businesses with
operations across Canada,
the United States and Italy.
Forward-Looking Statements
This press release contains forward looking statements with
respect to the Company, including its business operations, strategy
and financial performance and condition. Although management
believes that the expectations reflected in such forward looking
statements are reasonable and represent the Company's internal
expectations and belief as of the date hereof, such statements
involve unknown risks and uncertainties beyond the Company's
control which may cause its actual performance and results in
future periods to differ materially from any estimates or
projections of future performance or results expressed or implied
by such forward looking statements.
Forward looking statements generally can be identified by the
use of forward looking words such as "may", "could", "should",
"would", "will", "expect", "intend", "plan", "estimate", "project",
"anticipate", "believe" or "continue", or the negative thereof or
similar variations. These forward-looking statements include
statements with respect to the Company's intended use of the net
proceeds of the Offering and the Concurrent Private Placement.
Some of the factors that could affect future results and could
cause results to differ materially from those expressed in the
forward-looking statements are outlined under Risk Factors
in the Company's final short form prospectus dated November 23, 2020 and under Risks and
Uncertainties in the Company's MD&A for the 13 and 39 weeks
ended September 26, 2020 and for the
13 and 52 weeks ended December 28,
2019, each of which is filed electronically through SEDAR
and is available online at www.sedar.com.
Assumptions used by the Company to develop forward looking
statements contained in this press release are based on information
currently available to the Company and include those assumptions
outlined under Forward-Looking Information in the Company's
final short form prospectus dated November
23, 2020 and under Forward Looking Statements in the
Company's MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks
ended December 28, 2019. Readers are
cautioned that this information is not exhaustive.
Unless otherwise indicated, the forward looking statements in
this document are made as of the date hereof and, except as
required by applicable law, will not be publicly updated or
revised. This cautionary statement expressly qualifies the forward
looking statements in this press release.
SOURCE Premium Brands Holdings Corporation