Bauer Performance Sports Announces Public Offering and New Listing
on New York Stock Exchange
Company to Change Its Name to "Performance Sports Group Ltd." to
Align With Business Growth and Platform Expansion
EXETER, NH--(Marketwired - Jun 9, 2014) - Bauer Performance
Sports Ltd. (TSX: BAU) (the "Company"), a leading developer and
manufacturer of high performance sports equipment and apparel,
announced today that it is pursuing an underwritten public offering
of its common shares in the United States and Canada for estimated
gross proceeds of approximately US$110 million (base offering
size). The Company has filed a registration statement on Form F-10
with the U.S. Securities and Exchange Commission (SEC) under the
Multi-Jurisdiction Disclosure System (MJDS) and a preliminary short
form base PREP prospectus with securities regulatory authorities in
each of the provinces of Canada. The Company has applied to list
its common shares on the New York Stock Exchange (NYSE), as well as
on the Toronto Stock Exchange (TSX), subject to customary listing
conditions.
The Company also announced today its intention to change its
name to "Performance Sports Group Ltd.," which better reflects the
growth of the Company with its recent strategic acquisitions and
expansion into new high performance sports. In connection with this
name change, the Company's stock symbol will change from "BAU" to
"PSG" on the Toronto Stock Exchange and trading on the NYSE will
commence on Friday, June 20, 2014 under the symbol "PSG." The
effective date of the name change will occur on Tuesday, June 17,
2014, and it is expected that trading of common shares on the TSX
will commence under the new name in approximately two business days
of such effective date.
"The success of Bauer Performance Sports over the last several
years, driven by significant market share growth in hockey and the
expansion of our platform into new sports and apparel, has elevated
our Company to new levels as we look to broaden our shareholder
base with an NYSE listing," said Kevin Davis, President and CEO of
the Company. "With the No. 1 brands in ice hockey, roller
hockey, baseball and softball, as well as a growing lacrosse
business, the new name Performance Sports Group better defines our
market leadership in high performance sports equipment, our more
diversified business and our ability to continue to pursue
strategic acquisitions across the industry."
The Company's brands, including BAUER, MISSION, MAVERIK,
CASCADE, INARIA, COMBAT and EASTON, will not change as a result of
the public company name change and will continue to be
consumer-facing brands in their respective sports.
The net proceeds of the proposed offering will be used to reduce
leverage and repay a portion of the Company's term loan facility
which was used to finance its recent acquisition of Easton
Baseball/Softball. Morgan Stanley, Bank of America Merrill Lynch
and RBC Capital Markets will act as joint bookrunners for the
proposed offering. The Company expects to grant the underwriters
participating in the offering a 30-day option to purchase up to an
additional 15 percent of the number of common shares sold pursuant
to the base offering to cover over-allotments, if any, and for
market stabilization purposes. The actual number of common shares
to be issued and the price of each common share will be determined
in the context of the market at the time of pricing. The offering
is subject to market conditions, and there can be no assurance as
to whether or when the offering may be completed, or as to the
actual size or terms of the offering.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The Company has
filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates but such
registration statement has not yet become effective. Before you
invest, you should read the prospectus in the registration
statement and other documents the Company has filed with the SEC
for more complete information about the Company and this offering.
The securities described herein may not be sold nor may offers to
buy be accepted prior to the time at which the registration
statement becomes effective and the Company files the final short
form base PREP prospectus.
Copies of the preliminary short form base PREP prospectus
will be available once a receipt has been obtained therefore at
www.sedar.com and a copy of the written prospectus meeting the
requirements of Section 10 of the Securities Act will be available
at www.sec.gov, respectively, and may be obtained upon request by
contacting Morgan Stanley at Morgan Stanley, Attn: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by
email at prospectus@morganstanley.com, Bank of America Merrill
Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus
Department, or by email at dg.prospectus_requests@baml.com, and RBC
Capital Markets at RBC Capital Markets, Attention: Distribution
Centre, 277 Front St. W., 5th Floor, Toronto, Ontario M5V 2X4, or
by email at distribution@rbccm.com.
About Bauer Performance Sports Ltd. Bauer Performance Sports
Ltd. (TSX: BAU) is a leading developer and manufacturer of ice
hockey, roller hockey, lacrosse, baseball and softball sports
equipment, as well as related apparel. The Company has the most
recognized and strongest brands in ice hockey, roller hockey,
baseball and softball, and holds top market share positions in
these sports. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. The Company is focused on building its
leadership position by growing market share in all product
categories and pursuing strategic acquisitions.
Caution Regarding Forward-Looking Statements This press release
includes forward-looking statements within the meaning of
applicable securities laws, including with respect to our
anticipated public offering, the size of the offering, the pricing
of the offering, the listing of the common shares on the NYSE and
the TSX, the use of proceeds and the benefits of the offering.
Forward-looking statements relate to analyses and other information
that are based on forecasts of future results and estimates of
amounts not yet determinable. The words "may", "will", "would",
"should", "could", "expects", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "predicts",
"likely" or "potential" or the negative or other variations of
these words or other comparable words or phrases, are intended to
identify forward-looking statements.
Forward-looking statements, by their nature, are based on
assumptions, including those described herein and are subject
to important risks and uncertainties. Many factors could cause the
Company's actual results to differ materially from those expressed
or implied by the forward-looking statements, including, without
limitation, the following factors: inability to maintain and
enhance brands; inability to introduce new and innovative products;
intense competition in the sporting equipment and apparel
industries; inability to introduce technical innovation; inability
to ensure third-party suppliers will meet quality and regulatory
standards; inability to own, enforce, defend and protect worldwide
intellectual property rights; seasonal fluctuations in the demand
for our products resulting from adverse weather or other
conditions; decrease in ice hockey, baseball and softball, roller
hockey or lacrosse participation rates; adverse publicity related
to or reduced popularity of the professional or amateur leagues in
sports in which our products are used; reliance on third-party
suppliers and manufacturers; disruption of distribution chain or
loss of significant customers or suppliers; cost of raw materials,
shipping costs and other cost pressures; risks associated with
doing business abroad; inability to accurately forecast demand for
products; insufficient sell through of our products at retail;
inventory shrinkage or excess inventory; product liability claims
and product recalls; changes in compliance standards of testing and
athletic governing bodies; departure of senior executives or other
key personnel; litigation, including certain class action lawsuits;
employment or union-related disputes; restrictive covenants in the
Company's credit facilities; inability to generate sufficient cash
to service all the Company's indebtedness; inability to
successfully integrate new acquisitions, inability to realize
growth opportunities or cost synergies that are anticipated to
result from new acquisitions; possibility that historical and pro
forma combined financial information may not be representative of
our results as a combined company; inability to continue making
strategic acquisitions; no public market for our common shares in
the United States; volatility in the market price for common
shares; fluctuations in the value of certain foreign currencies,
including the Canadian dollar, Chinese renminbi, euro, Swedish
krona, Taiwanese new dollar and Thai baht in relation to the U.S.
dollar; inability to manage foreign derivative instruments; general
adverse economic and market conditions, as well as the factors
identified in the "Risk Factors" section of the preliminary
prospectus.
Furthermore, unless otherwise stated, the forward-looking
statements contained in this press release are made as
of the date of this press release, and we have no intention and
undertake no 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.
Company Contact: Amir Rosenthal Chief Financial Officer Tel
1-603-610-5802 Email Contact Investor Relations: Liolios Group Inc.
Scott Liolios or Cody Slach Tel 1-949-574-3860 Email Contact Media
Contact: Tory Mazzola Global Communications Manager Tel
1-603-430-2111 Email Contact
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