/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 15, 2019 /CNW/ - Canaccord Genuity Growth II Corp. ("CGGC II") 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 within a specified period of time.
CGGC II intends to focus our search for target businesses that are involved in cannabis production and/or distribution and/or related sectors; however, we are not limited to a particular industry or geographic region for purposes of completing our qualifying transaction. The acquisition target is expected to be an operating business with an enterprise value between $100 million and $1 billion, however this may change based on the size of the Offering.
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 Class A restricted voting units of CGGC II (the "Class A Restricted Voting Units") at an offering price of $3.00 per Class A Restricted Voting Unit, the aggregate proceeds of which will be placed in escrow pending completion of a qualifying transaction by CGGC II and will only be released upon certain prescribed conditions. Each Class A Restricted Voting Unit is comprised of a Class A Restricted Voting Share and a share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one common share of CGGC II for a purchase price of $3.45, commencing 65 days after the completion of our qualifying transaction and will expire on the day that is five years after the closing date of our qualifying transaction or earlier.
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 transaction.
CGGC II has granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 15% of the Class A Restricted Voting Units issued on the closing of the Offering on the same terms and conditions, exercisable in whole or in part by the Underwriters up to 30 days following closing of the Offering.
Prior to the qualifying transaction, the Class A Restricted Voting Units will trade as a unit and may only be redeemed as a unit upon certain events. Class A Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts. Each Class A Restricted Voting Unit will separate following the closing of the qualifying transaction into one common share of CGGC II and one Warrant.
The sponsor of CGGC II is CG Investments Inc. III ("CGIII"), a wholly-owned subsidiary of Canaccord Genuity Group Inc. and an affiliate of Canaccord Genuity Corp. ("Canaccord Genuity") CGIII intends to purchase Class B units of CGGC II ("Class B Units") at an offering price of $3.00 per unit for aggregate proceeds equal to the greater of 4% of the gross proceeds of the Offering and $3,000,000 of the Offering, concurrently with the closing of the Offering. Each Class B Unit will consist of one Class B share (a "Class B Share") and one Warrant.
The CGGC II Founders, management team, and board of directors include:
- Michael Shuh – Chief Executive Officer and Chairman of CGGC II
- Managing Director & Head of Financial Institutions Banking, Canaccord Genuity Corp.;
- Lawrence D. Wilder – Mr. Wilder will be joining the board of directors on close of the Offering.
- Partner at Miller Thomson LLP;
- James Merkur – Director of CGGC II
- Chief Executive Officer of Logan Peak Capital, Inc.;
- Kent Farrell – Director of CGGC II
- Partner at Maven Capital; and
- Neil Maruoka – Director of CGGC II
- Director at Motoi Capital Advisory and Former Lead Healthcare Research Analyst at Canaccord Genuity.
Goodmans LLP is acting as legal counsel to CGGC II and CGIII. McCarthy Tétrault 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 Growth II Corp.
Canaccord Genuity Growth II Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying transaction within a specified period of time.
About CG Investments Inc. III
CG Investments Inc. III is the sponsor of CGGC II. CG Investments Inc. III 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. III's and CGGC II'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. III's or CGGC II'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 CGGC II dated March 14, 2019. Neither CG Investments Inc. III nor CGGC II 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 Growth II Corp.
For further information: Canaccord Genuity Growth II Corp., Michael Shuh, Chairman and Chief Executive Officer, (416) 869-7376