Atrium Innovations Announces Filing of the Final Prospectus for its $75,000,000 Public Offering of Convertible Debentures and Execution of Subcription Agreement with Fonds de solidarité FTQ for its $25,000,000 Concurrent Private Placement of Convertible Debentures
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QUEBEC CITY, July 29, 2011 /CNW Telbec/ - Atrium Innovations Inc. ("Atrium") (TSX: ATB) today announced that it has filed its final prospectus in relation to its previously announced public offering (the "Public Offering") of $75,000,000 aggregate principal amount of 5.75% convertible unsecured subordinated debentures, due August 31, 2018 (the "Debentures").
Atrium also announced today it has entered into a subscription agreement with Fonds de solidarité FTQ, an insider of Atrium as it currently holds approximately 15.8% of the issued and outstanding common shares of Atrium, to acquire, on a private placement basis, $25,000,000 aggregate principal amount of Debentures (the "Private Placement Debentures"), on the same terms as the Public Offering (the "Concurrent Private Placement"). The Concurrent Private Placement is subject to certain conditions, including the concurrent closing of the Offering. The Private Placement Debentures will be subject to a four-month hold period.
The Public Offering and the Concurrent Private Placement are expected to close concurrently on or about August 9, 2011, and are subject to the receipt of all necessary regulatory approvals.
The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the Debentures and the Private Placement Debentures and the common shares issuable upon conversion, redemption or maturity of the Debentures and the Private Placement Debentures on the TSX, subject to Atrium fulfilling all of the customary TSX requirements.
All of the net proceeds from the Public Offering and the Concurrent Private Placement are intended to be used to reduce Atrium's outstanding indebtedness.
This press release is not an offer of securities for sale in the United States. The Debentures and Shares being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, absent an exemption from registration.
Atrium Innovations Inc. is a globally recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products endorsed by health professionals. The Company distributes its extensive portfolio of products mainly in the healthcare practitioner and health food and specialized store channels, with a primary focus in North America and Europe. Atrium is at the forefront of science, innovation and education in the dietary supplement industry. The Company has over 1,000 employees and operates seven manufacturing facilities. Additional information is available at www.atrium-innovations.com.
About the Fonds de solidarité FTQ
The Fonds de solidarité FTQ helps drive our economy. With net assets of $8.2 billion as at May 31, 2011, the Fund is a development capital investment fund that channels the savings of Quebecers into investments in all sectors of the economy to help further Québec's economic growth. The Fund is a partner, either directly or through its network members, in 2,129 companies. With its 583,235 owner-shareholders, it has helped, on its own or with other financial partners, to create, maintain and protect 160,789 jobs. For more information, visit www.fondsftq.com.
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company.
These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Company's expected issuance of convertible debentures, completion, timing and amount and expected use of proceeds of the Public Offering and the Concurrent Private Placement, business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements.
Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including the current terms of the offering agreement, management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Company's quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2010 filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company's expectations as at the date of this press release and is subject to change after such date. 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, other than as required by law.For further information:
| Investor Relations: |
Vice President and Chief Financial Officer
Tel.: 418 652-1116
Tel.: 514 731-0000, ext. 237
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Director of Communications
Tel.: 418 652-1116