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TORONTO, July 10, 2018 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (the "Company" or "Baylin") is pleased to announce that it has closed its previously announced bought deal offering of subscription receipts (the "Subscription Receipts") and 6.5% extendible convertible unsecured debentures (the "Debentures", together with the Subscription Receipts, the "Securities") of the Company (the "Offering"). The Offering was conducted by a syndicate of underwriters led by Raymond James Ltd. and including Paradigm Capital Inc. and National Bank Financial Inc. (collectively, the "Underwriters"). The Subscription Receipts and Debentures were qualified by a prospectus supplement dated July 3, 2018 to a short form base shelf prospectus dated November 16, 2017 filed in each of the provinces and territories of Canada. The Offering is subject to the final acceptance of the Toronto Stock Exchange.
An aggregate of 7,419,355 Subscription Receipts and $17,250,000 principal amount of Debentures were sold pursuant to the Offering, including 967,742 Subscription Receipts and $2,500,000 principal amount of Debentures issued as a result of the Underwriters' full exercise of the over-allotment option. In consideration for the services provided by the Underwriters, the Company paid the Underwriters a cash commission equal to 3.0% for Securities purchased by certain directors and officers of the Company and 6.0% for the balance of the aggregate gross proceeds of the Offering. The Company intends to use the net proceeds of the Offering to finance the previously announced proposed acquisition of Alga Microwave Inc. and for working capital and general corporate purposes.
Certain directors and officers of the Company, directly and indirectly, purchased an aggregate of 3,791,724 Subscription Receipts and $8,692,000 principal amount of Debentures pursuant to the Offering. By virtue of the participation of such insiders, the Offering constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101.
President and CEO, Randy Dewey, stated "We are very excited about the opportunities now before us. We are well positioned in the satellite connectivity products vertical and in the wireless antenna marketplace. The past two acquisitions bring us exceptional millimeter wave and active product capabilities as we are planning for the 5G network deployments that are ahead."
The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Baylin is a diversified leading global wireless technology management company. Baylin focuses on research, design, development, manufacturing and sales of passive and active radio frequency products and services. Baylin aspires to meet customers' needs and anticipate the direction of the market.
Forward-looking Information Cautionary Statement
Statements in this press release contain forward-looking information including, without limitation, final approval of the Toronto Stock Exchange and the intended use of the net proceeds of the Offering by Baylin, which might change if the board of directors of Baylin determines that it would be in the best interests of Baylin to deploy the proceeds for some other purpose. The words "will", "expect", "may" and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Baylin.
SOURCE Baylin Technologies Inc.
For further information: Investor Relations: Kelly Myles, Marketing and Communications Director, Baylin Technologies Inc., firstname.lastname@example.org