NOT FOR DISTRIBUTION IN THE UNITED STATES
Aritzia Inc. (TSX:ATZ)
(“Aritzia”), a vertically integrated fashion
brand, announced today that an investment vehicle managed by
Berkshire Partners LLC, a Boston-based private equity firm (the
“Berkshire Shareholder”) and Sweet Park Holdings Inc., an entity
indirectly controlled by Aldo Bensadoun, a director of Aritzia (the
“Bensadoun Shareholder” and together with the Berkshire
Shareholder, the “Selling Shareholders”), entered
into an agreement with a syndicate of underwriters led by CIBC
Capital Markets and RBC Capital Markets (the
“Underwriters”), pursuant to which the
Underwriters have agreed to purchase on a bought deal basis an
aggregate of 6,050,000 subordinate voting shares held by the
Selling Shareholders at an offering price of $16.55 per share (the
“Offering Price”) for total gross proceeds to the
Selling Shareholders of $100,127,500 (the
“Offering”). Aritzia will not receive any proceeds
from the Offering.
The Underwriters have also been granted an
over-allotment option (the “Over-Allotment
Option”) to purchase up to an additional 907,500
subordinate voting shares from the Berkshire Shareholder at the
Offering Price for additional gross proceeds of $15,019,125 if the
Over-Allotment Option is exercised in full. The Over-Allotment
Option can be exercised at any time, in whole or in part, for a
period of 30 days from the closing date of the Offering, which is
expected to occur on or about August 7, 2018 and is subject to
certain customary closing conditions.
A preliminary short form prospectus relating to
the Offering will be filed by no later than July 23, 2018 with
Canadian securities regulating authorities.
Upon completion of the Offering and assuming no
exercise of the Over-Allotment Option, the Berkshire Shareholder
and its affiliates will, directly or indirectly, own or control
approximately 22.4% of the issued and outstanding subordinate
voting shares and multiple voting shares (collectively, the
“Shares”) and approximately 45.1% of the voting
power attached to all of the Shares. Upon completion of the
Offering, there will be 62,998,126 subordinate voting shares issued
and outstanding and 49,876,002 multiple voting shares issued and
outstanding (63,905,626 subordinate voting shares and 48,968,502
multiple voting shares if the Over-Allotment Option is exercised in
full).
Pursuant to a second amended and restated
registration rights agreement dated October 3, 2016 between, inter
alios, the Company, CanLux AB Investments One S.à r.l. (as
predecessor in interest to the Berkshire Shareholder) and the
Bensadoun Shareholder, certain shareholders of the Company have the
right to elect to participate in the Offering. To the extent any of
these shareholders elect to participate in the Offering, the number
of subordinate voting shares to be sold by the Berkshire
Shareholder will correspondingly be reduced.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
subordinate voting shares have not been registered under the United
States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any state securities laws.
Accordingly, the subordinate voting shares may not be offered or
sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or a solicitation of
an offer to buy any securities of Aritzia in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About Aritzia
Aritzia is a vertically integrated fashion
brand. The Company designs apparel and accessories for its
collection of exclusive brands. The Company’s expansive and diverse
range of women’s fashion apparel and accessories addresses a broad
range of style preferences and lifestyle requirements. Aritzia is
well known and deeply loved by its customers
in Canada with growing customer awareness and affinity
in the United States and outside of North America.
Aritzia aims to delight its customers through an aspirational
shopping experience and exceptional customer service that extends
across its more than 85 retail stores and eCommerce
business, aritzia.com.
About Berkshire Partners
Berkshire Partners, a Boston-based investment
firm, has made over 115 investments since its founding in 1986
through nine private equity funds with more than $16 billion in
aggregate capital. Berkshire has developed industry experience in
several areas including consumer and retail, communications,
business services, industrials and healthcare. Berkshire has a long
history of partnering with management teams to build market leading
growth companies. Prior investments in the retail sector include
Bare Escentuals, Carter’s and Party City.
Forward-Looking Information
Certain information in this press release,
including statements relating to the closing date of the Offering,
the completion of the Offering and the exercise by the Underwriters
of the Over-Allotment Option, constitute forward-looking
information. In some cases, but not necessarily in all cases,
forward-looking information can be identified by the use of
forward-looking terminology such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “an opportunity exists”, “is
positioned”, “estimates”, “intends”, “assumes”, “anticipates” or
“does not anticipate” or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might”, “will” or “will be taken”, “occur” or
“be achieved”. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management’s expectations,
estimates and projections regarding future events.
Forward-looking information is necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable by Aritzia as of the date of this press
release, are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
information, including but not limited to the factors described in
greater detail under the “Risk Factors” sections of the annual
information form of Aritzia dated May 10, 2018 for its fiscal year
ended February 25, 2018 and the management’s discussion and
analysis of financial condition and results of operations of
Aritzia for the 13-week periods ended May 27, 2018 and May 28,
2017, available at www.sedar.com. These factors are not intended to
represent a complete list of the factors that could affect Aritzia;
however, these factors should be considered carefully. There can be
no assurance that such estimates and assumptions will prove to be
correct. In particular, the closing of the Offering is subject to
customary closing conditions and there can be no assurance that all
such conditions will be satisfied. The forward-looking statements
contained in this press release are made as of the date of this
press release, and Aritzia expressly disclaims any obligation to
update or alter statements containing any forward-looking
information, or the factors or assumptions underlying them, whether
as a result of new information, future events or otherwise, except
as required by law.
Media Contact
Jean Fontana, ICR, Inc., 646-277-1214,
Jean.Fontana@icrinc.com
Aritzia (TSX:ATZ)
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