VALCOURT, QUEBEC – September 22, 2013 – Bain Capital Luxembourg Investments S.à r.l. (“Bain”), Caisse de dépôt et placement du Québec (“CDPQ”) and BRP Inc.
(the “Company”) announce that Bain, CDPQ and the Company have entered
into an agreement with a syndicate led by BMO Capital Markets and RBC
Capital Markets (collectively the “Underwriters”) to complete a
secondary offering. Under the agreement, the Underwriters have agreed to
purchase 8,000,000 subordinate voting shares of the Company
(“Subordinate Voting Shares”) at a purchase price of $27.85 per
Subordinate Voting Share for gross proceeds of approximately $223
million. 6,720,903 of the Subordinate Voting Shares are being sold to
the Underwriters by Bain and 1,279,097 of the Subordinate Voting Shares
are being sold to the Underwriters by CDPQ. The transaction is expected
to close on or about October 9, 2013. Closing is subject to a number of
customary conditions, including receipt of all necessary regulatory
approvals.
Bain currently holds 46,866,424 multiple voting shares of the Company
(“Multiple Voting Shares” and, collectively with the Subordinate Voting
Shares, the “Shares”), representing approximately 39.7% of the issued
and outstanding Shares and approximately 46.6% of the voting power
attached to all of the Shares. Following the closing of the offering,
Bain will hold 40,145,521 Multiple Voting Shares, representing
approximately 34.0% of the issued and outstanding Shares and
approximately 42.8% of the voting power attached to all of the Shares.
CDPQ currently holds 8,919,444 Multiple Voting Shares representing
approximately 7.6% of the issued and outstanding Shares and
approximately 8.9% of the voting power attached to all of the Shares.
Following the closing of the offering, CDPQ will hold 7,640,347 Multiple
Voting Shares, representing approximately 6.5% of the issued and
outstanding Shares and approximately 8.1% of the voting power attached
to all of the Shares.
The net proceeds of the offering will be paid directly to Bain and
CDPQ. The Company will not receive any proceeds from the offering.
The Subordinate Voting Shares will be offered by way of a short form
prospectus in all of the provinces and territories of Canada and may
also be offered by way of private placement in the United States.
This
press release does not constitute an offer to sell or a solicitation of
an offer to buy any securities of the Company in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The securities
being offered have not been and will not be 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 of the U.S. Securities Act of 1933 and
other applicable securities laws.
About BRP
BRP (TSX:DOO)
is a global leader in the design, development, manufacturing,
distribution and marketing of powersports vehicles. Distributed in 105
countries, its portfolio of brands and products includes Ski Doo and
Lynx snowmobiles, Sea-Doo watercraft, Can-Am all-terrain and
side-by-side vehicles, Can Am roadsters, Evinrude outboard engines, as
well as Rotax propulsion systems. BRP employs approximately 6,800 people
worldwide. www.brp.com @BRPnews
Ski-Doo, Lynx, Sea-Doo, Evinrude, Rotax, Can-Am, Spyder and the BRP
logo are trademarks of Bombardier Recreational Products Inc. or its
affiliates.
Forward-Looking Statements
Certain statements in this press release constitute forward-looking
statements. The words “scheduled”, “may”, “will”, “would”, “should”,
“could”, “expects”, “plans”, “intends”, “trends”, “indications”,
“anticipates”, “believes”, “estimates”, “predicts”, “likely” or
“potential” or the negative or other variations of these words or other
comparable words or phrases, are intended to identify forward-looking
statements. Forward-looking statements are based on estimates and
assumptions made by the Company in light of its experience and
perception of historical trends, current conditions and expected future
developments, as well as other factors that the Company believes are
appropriate and reasonable in the circumstances, but there can be no
assurance that such estimates and assumptions will prove to be correct.
Many factors could cause the Company’s actual results or affairs to
differ materially from those expressed or implied by the forward-looking
statements, including, without limitation, the factors discussed in the
“Risk Factors” section of the supplemented PREP prospectus dated May
21, 2013 available at www.sedar.com.
These factors are not intended to represent a complete list of the
factors that could affect the Company; however, these factors should be
considered carefully. The forward-looking statements contained in this
press release are made as of the date of this press release, and the
Company has no intention and undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable securities regulations.
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