Altus Group Announces C$48 Million Convertible Debenture Bought Deal
Altus Announces Agreement to Acquire Existing US Convertible Debentures With Net Proceeds of the Offering
TORONTO, ONTARIO–(Marketwire – March 29, 2012) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Altus Group Limited (“Altus” or the “Company”) (TSX:AIF) announced today a public offering, on a “bought deal” basis, of C$48 million principal amount of convertible unsecured subordinated debentures, maturing on June 30, 2017, with a conversion price of C$10.00 and an interest rate of 6.75% per annum, payable semi-annually on the last day of June and December in each year commencing on June 30, 2012 (the “Debentures”).
Altus also announced today that it has entered into an agreement (the “Acquisition Agreement”) to acquire the outstanding convertible debentures (the “US Convertible Debentures”) issued to vendors of the Argus business in connection with Altus’ indirect acquisition of Realm Solutions, Inc. in June, 2011. Subject to the terms and conditions of the Acquisition Agreement, Altus will acquire the US Convertible Debentures (which, as of May 1, 2012 will have an aggregate principal and interest amount outstanding of approximately US$52.2 million) for an aggregate purchase price of US$46 million if closing of the transaction occurs on or before May 1, 2012.
“In responding to market concerns with respect to the convertible debenture, we are able to further strengthen our company’s balance sheet and improve the overall financial health and flexibility of Altus,” said Stuart Smith, Acting CEO, Altus. “With this move Altus continues to demonstrate its commitment to restoring value for our shareholders.”
The net proceeds of the offering will be used to acquire the existing US Convertible Debentures for repayment in full.
The offering is being made through a syndicate of underwriters led by BMO Capital Markets.
The Debentures will be convertible at the holder’s option into common shares in the capital of Altus at any time prior to the earlier of the maturity date and the business day immediately preceding the date fixed by Altus for redemption at a conversion price of $10.00 per share. The Debentures will not be redeemable prior to June 30, 2015. On and after June 30, 2015 and prior to maturity, the Debentures may be redeemed in whole or in part from time to time at Altus’ option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the current market price for the period ending five trading days preceding the date upon which the notice of redemption is given is at least 125% of the conversion price. The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about April 19, 2012.
Altus acquired the Argus business on June 1, 2011 in accordance with the terms of an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Acquisition Agreement, Altus has agreed that the vendors of the Argus business shall not have any liability under certain of the indemnity obligations set out in the Merger Agreement unless the losses related thereto exceed a US$3 million deductible. The terms of the Acquisition Agreement also provide that, in certain circumstances, if a change of control of Altus occurs (or an agreement related thereto is executed) on or before the 120th day after closing of the acquisition transaction, Altus will pay to the vendors of the US Convertible Debentures the difference between the sum of the principal and accrued and unpaid interest amounts (as calculated to the closing of the acquisition) and the purchase price paid for the US Convertible Debentures.
The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended, or any states securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from the registration requirement of such act or any applicable states securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.
About Altus Group Limited
Altus leads the global real estate industry in offering professional real estate advisory services, data solutions and intelligence about an organization’s assets, generating a wealth of knowledge and insight. With a staff of over 1,700, Altus has a network of over 60 offices in 14 countries worldwide, including Canada, the United Kingdom, Australia, Asia and the United States. We operate five interrelated Business Units, bringing years of experience and a broad range of expertise together into one comprehensive platform: Research, Valuation and Advisory; Cost Consulting and Project Management; Realty Tax Consulting, Geomatics and ARGUS Software. Altus╩╣ clients include banks, financial institutions, governments, pension funds, asset and fund managers, developers and landlords and companies engaged in the oil and gas industry.
Certain of the statements made and information contained herein may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including the anticipated effect and timing of the transactions. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties). Many of these assumptions are based on factors and events that are not within the control of Altus and there is no assurance they will prove to be correct. The timing and completion of the proposed transactions is subject to customary conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed transactions will occur, or that they will occur on the timetable or on the terms and conditions contemplated. The proposed transaction could be modified, restructured or terminated. There can also be no assurance that the [strategic benefits and operational efficiencies] expected to result from the transaction will be fully realized. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Altus undertakes no obligation to update forward-looking information except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties. The reader is cautioned not to place undue reliance on forward-looking information.
This press release does not constitute an offer to buy any securities or a solicitation of an offer to sell any securities.
All amounts listed are in Canadian dollars unless otherwise indicated.
Camilla BartosiewiczBartosiewiczVice President, Investor Relations