/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
SUNRISE, FL, Feb. 28 /CNW/ - Ceramic Protection Corporation (the
"Corporation"), a leading manufacturer and distributor of advanced ballistic
protective products, is pleased to announce that it has filed a (final) short
form prospectus in respect of a public offering (the "Offering"), on a "fully
marketed", best efforts basis, of a minimum of 2,553,412 common shares and a
maximum of 3,530,000 common shares ("Common Shares") in the capital of the
Corporation at a price of $4.25 per share, for total gross proceeds of up to
$15,002,500. The Offering is co-led by Clarus Securities Inc. and Paradigm
Capital Inc. and includes Versant Partners Inc. and MGI Securities Inc.
(collectively, the "Agents").
The Corporation has granted the Agents an option to purchase up to an
additional 15% of the number of Common Shares sold under the Offering, for
market stabilization and over-allotment purposes, exercisable at a price of
$4.25 per share at any time, in whole or in part, until the date which is
30 days following the date of closing of the Offering. If the maximum Offering
is completed and the option is fully exercised, the total gross proceeds of
the Offering will be $17,252,875.
The net proceeds of the Offering will be used by the Corporation to
reduce indebtedness under the Corporation's current term loan by approximately
US$5 million and to reduce indebtedness under the Corporation's credit
facility, which will be redrawn, as needed, and used to fund the Corporation's
ongoing activities and for general working capital purposes.
All Common Shares issued pursuant to the Offering will be freely tradable
under applicable securities laws in Canada. The Offering is anticipated to
close on or about March 5, 2008 and is subject to certain conditions,
including, but not limited to, completion of due diligence by the Agents and
the receipt of all necessary approvals, including the approval of the Toronto
This news release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Common Shares in any jurisdiction,
including the United States, or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption therefrom, nor
shall there be any sale of the Common Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. The Common Shares being offered
will not be, and have not been, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold within the United
States or to, or for the account or benefit of, a U.S. person, absent U.S.
registration or an applicable exemption therefrom.
Business of the Corporation
The Corporation is headquartered in Sunrise, Florida, with facilities in
Newark, Delaware, Elkton, Maryland, and Granite Falls, North Carolina. The
Corporation, together with its subsidiaries, is engaged in the design,
manufacture and marketing of advanced products used to provide ballistic
protection for personnel and vehicles in the military and law enforcement
markets. The Corporation's product portfolio includes lightweight ceramic
armour for vehicles and military personnel, composite based products and
concealable soft body armour products for law enforcement and the Modular
Tactical Vest (MTV) ballistic system for military personnel.
In many high performance applications, such as handling ballistic
threats, products made of advanced technical ceramics meet specifications that
similar products made of metals, plastics or traditional ceramics cannot
achieve. Advanced technical ceramics withstand extremely high velocity
ballistics, combine hardness with light weight, are highly resistant to
corrosion and wear and have low friction characteristics. The Corporation is
an ISO 9001:2000 certified manufacturer and management is of the opinion that
the Corporation is an acknowledged industry leader in the design, manufacture
and sale of high performance and high quality products used for ballistic
protection. Further, the Corporation is one of very few able to provide
customers with an integrated personnel armouring system of ceramic plates,
soft ballistic material and vests for soldiers.
This release may contain forward-looking statements including
expectations of future sales, cash flow, and earnings. These statements are
based on current expectations that involve a number of risks and uncertainties
that could cause actual results to differ from those anticipated. These risks
include, but are not limited to, uncertainties associated with the defense
industry, commodity prices, exchange rate fluctuations, and risks resulting
from potential delays, appeals or changes related to government orders in the
The Corporation depends on reliable supplies of high quality source
materials used in the manufacture of armour products, including aramid fabrics
and polyethylene materials, and works actively with key suppliers to ensure
that requirements and demands for these materials are anticipated and properly
met. The foregoing is not exhaustive and other risks are detailed from time to
time in other disclosure filings of the Corporation. Should one or more of
these risks or uncertainties materialize, or should stated assumptions
underlying the forward-looking statements prove incorrect, actual results may
vary materially from those described herein as anticipated, believed,
estimated or expected. The reader is also referred to other uncertainties and
risks discussed in detail in the MD&A section of the Corporation's
December 31, 2006 Annual Report dated March 20, 2007 and also the
Corporation's Annual Information Form dated March 26, 2007.
In light of certain sensitive aspects in regard to customers and
products, the Corporation may choose not to disclose all information related
to the purchasers of its products, such as government agencies, countries or
other end-users. Products manufactured for export in the United States must
first be approved for export by the appropriate U.S. government agencies.
Other armour sales may be made to recognized domestic agencies such as the
military and those involved in local, provincial, or national law enforcement
and homeland security matters.
Analyst and investor relations calls should be addressed to Ms. Grimie
Villarreal, Corporate Investor Relations, at (954) 846-8222. Interested
parties are also referred to the Corporation's website www.cerpro.com for
further information about the Corporation, its products and other recent
Mr. Stephen Giordanella Mr. Larry Moeller
Chief Executive Officer Chairman
For further information:
For further information: Ms. Grimie Villarreal, Corporate Investor
Relations, at (954) 846-8222