/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, July 4, 2017 /CNW/ - Canaccord Genuity Acquisition Corp. ("CGAC") has filed a preliminary prospectus for an initial public offering (the "Offering") as a newly organized special purpose acquisition corporation ("SPAC") formed for the purpose of effecting an acquisition of one or more businesses.
CGAC intends to target a growth company with an enterprise value of between $50 million and $250 million for its qualifying acquisition, although there is no limit on the size, industry or geographic region of the acquisition. The acquisition target is expected to be an operating business that would benefit from being a public company.
The preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec. The Offering is for 10,000,000 Class A Restricted Voting Units of CGAC at an offering price of $3.00 per unit, for aggregate proceeds of $30,000,000, which will be placed in escrow pending completion of a qualifying acquisition by CGAC. The Offering is being distributed by a syndicate of underwriters led by Canaccord Genuity Corp. and Cormark Securities Inc., as independent underwriter (the "Underwriters"). The Class A Restricted Voting Units will trade as units prior to the closing of our qualifying acquisition.
CGAC has granted the Underwriters an over-allotment option to purchase up to an additional 1,500,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part up to 30 days following closing of the Offering.
Prior to the qualifying acquisition, the Class A Restricted Voting Units will trade as a unit and may only be redeemed as a unit. Each Class A Restricted Voting Unit will separate following the closing of the qualifying acquisition into one Class A Restricted Voting Share and one warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Class B Share of CGAC for a purchase price of $3.45 during the five year period commencing on the closing date of a qualifying acquisition by CGAC. Upon certain events, the Class A Restricted Voting Units will be redeemable by holders for a pro‐rata portion of the escrow account, net of taxes payable and other prescribed amounts.
The sponsor of CGAC is CG Investments Inc. ("CGII"), a wholly-owned subsidiary of Canaccord Genuity Group Inc. and an affiliate of Canaccord Genuity Corp. CGII intends to purchase, assuming no exercise of the over-allotment option, 833,333 Class B Units of CGAC at an offering price of $3.00 per unit for aggregate proceeds of $2,500,000, concurrently with the closing of the Offering. Each Class B Unit will consist of one Class B Share and one Warrant.
CGAC founders, management team, and board of directors include:
- William Ainley – Lead Director of CGAC
- Partner at Davies Ward Phillips & Vineberg LLP;
- Brad Cameron – Chairman and Chief Executive Officer of CGAC
- Senior Advisor to Canaccord Genuity's investment banking group;
- Daniel Chung – Chief Financial Officer of CGAC
- Vice President, Finance – Business Analysis & Strategy Development at Canaccord Genuity Corp.;
- Kent Farrell – Director of CGAC
- Managing Partner at Trimaven Capital Advisors;
- Julia Gray – Corporate Secretary of CGAC
- Associate General Counsel, Vice-President Legal and Assistant Corporate Secretary for Canaccord Genuity Group Inc.; and
- James Merkur – Director of CGAC
- Chief Executive Officer of Logan Peak Capital, Inc.
Goodmans LLP is acting as legal counsel to CGAC and CGII. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada other than Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
About Canaccord Genuity Acquisition Corp.
Canaccord Genuity Acquisition Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.
About CG Investments Inc.
CG Investments Inc. is the sponsor of CGAC. CG Investments Inc. is a wholly-owned subsidiary of Canaccord Genuity Group Inc., a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: capital markets and wealth management.
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects CG Investments Inc.'s and CGAC's current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond CG Investments Inc.'s or CGAC's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of CGAC dated June 30, 2017. Neither CG Investments Inc. nor CGAC undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Canaccord Genuity Acquisition Corp.
For further information: Canaccord Genuity Acquisition Corp., Brad Cameron, Chairman and Chief Executive Officer, (416) 687-5364