NOT FOR DISTRIBUTION IN THE U.S.
STELLARTON, NS, July 31, 2013 /CNW/ - Empire Company Limited ("Empire" or the "Company") (TSX: EMP.A) is pleased to announce today that it has closed its
previously announced offering (the "Offering") of 21,100,000 subscription receipts (the "Subscription Receipts") at a price of $76.00 per Subscription Receipt. The syndicate of
underwriters, co-led by Scotiabank and BMO Capital Markets and
including CIBC, National Bank Financial Inc., RBC Capital Markets, TD
Securities Inc., Desjardins Securities Inc. and Barclays Capital Canada
Inc. (the "Underwriters") elected to exercise their over-allotment option in full at closing,
resulting in a total of 24,265,000 Subscription Receipts being issued
today by Empire for gross proceeds of $1,844,140,000.
Paul D. Sobey, President and CEO of Empire stated, "We are very pleased
to have successfully completed the closing of the Subscription Receipts
Offering. This equity financing is an important component of the
overall acquisition financing for Canada Safeway Limited."
The net proceeds from the sale of the Subscription Receipts will be held
in trust by a subscription receipt agent pending the satisfaction of
the conditions to closing (the "Escrow Release Condition") in connection with Sobeys Inc.'s ("Sobeys") acquisition of substantially all of the assets and select liabilities
of Canada Safeway Limited (the "Acquisition"). If the Escrow Release Condition is satisfied on or before 5:00 p.m.
(Eastern Standard Time) on March 31, 2014 (the "Escrow Release Deadline"), Empire will use the net proceeds from the Offering to (i) partially
fund its expected $1.65 billion equity investment in Sobeys and (ii)
purchase $150 million of Crombie Class B Limited Partnership units (as
announced on July 24, 2013), with any remaining funds to be used by
Empire to repay debt and for general corporate purposes. Sobeys will in
turn use the proceeds from such equity investment by Empire to
partially fund the Acquisition.
Each Subscription Receipt will entitle the holder thereof to receive, on
satisfaction of the Escrow Release Condition, and without payment of
additional consideration or further action, one Non-Voting Class A
share of Empire and, if applicable, a payment equal to any cash
dividends declared by Empire for which record dates have occurred
during the period from the date hereof to and including the date
immediately preceding the date on which the Non-Voting Class A shares
If the Escrow Release Condition is not satisfied on or before the Escrow
Release Deadline or if Empire delivers to the Underwriters and the
subscription receipt agent a notice that the Acquisition has been
terminated, holders of Subscription Receipts shall be entitled to
receive for each Subscription Receipt an amount equal to the full
subscription price plus their pro rata entitlements to the interest earned therein.
FORWARD-LOOKING INFORMATION AND OTHER MATTERS
This news release contains forward-looking information about the
Offering, the expected use of proceeds from the Offering and the
Acquisition. The forward-looking statements in this news release are
subject to a number of risks and uncertainties that could cause actual
events or results to differ materially from current expectations,
including those related to the business generally, which are set out in
materials filed with the securities regulatory authorities in Canada
from time to time, including the risk section of the annual
Management's Discussion and Analysis report, Annual Information Form
and the short form prospectus. No assurance can be given that the
Offering or the Acquisition will be completed or the timing of same.
Some of the factors that could affect the closing of the Offering and
the Acquisition include the need to obtain applicable regulatory
approvals and the requirement to satisfy other closing conditions.
The Company does not undertake to update any forward-looking statements
that may be made from time to time by or on behalf of the Company other
than as required by applicable securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any offer,
solicitation or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered
in Stellarton, Nova Scotia. Empire's key businesses include food
retailing and related real estate. With over $17 billion in annual
sales and approximately $7.1 billion in assets, Empire and its
subsidiaries directly employ approximately 47,000 people.
Additional financial information relating to Empire, including the
Company's Annual Information Form, can be found on the Company's
website at www.empireco.ca or at www.sedar.com.
SOURCE: EMPIRE COMPANY LIMITED
For further information:
Paul V. Beesley
Executive Vice President & Chief Financial Officer
Empire Company Limited