/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 11, 2012 /CNW/ - Intact Financial Corporation (TSX:IFC)
announced today that it has closed its bought deal offering of
Subscription Receipts (the "Offering") underwritten by a syndicate of
underwriters co-led by CIBC World Markets Inc. and TD Securities Inc.
and including RBC Dominion Securities Inc., Scotia Capital Inc., BMO
Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity
Corp., GMP Securities L.P., Cormark Securities Inc., Macquarie Capital
Markets Canada Ltd. and Merrill Lynch Canada Inc. (the "Underwriters"),
resulting in gross proceeds (including the over-allotment option
proceeds) to IFC of $237,195,000.
IFC entered into an underwriting agreement dated May 4, 2012 with the
Underwriters under which the Underwriters agreed to purchase from IFC
and sell to the public 3,600,000 Subscription Receipts at a price of
$62.75 per Subscription Receipt for gross proceeds to IFC of
$225,900,000. The Underwriters have exercised their over-allotment
option and purchased an additional 180,000 Subscription Receipts at a
price of $62.75 per Subscription Receipt for gross proceeds to IFC of
$11,295,000.
The gross proceeds from the Offering will be held in escrow and are
intended to be used by IFC to fund a portion of the purchase price for
its previously announced acquisition of all of the issued and
outstanding shares of JEVCO Insurance Company (the "Acquisition") from
The Westaim Corporation ("Westaim"). The closing of the Acquisition is
expected to occur in the fall of 2012 and is subject to receipt of
required competition and insurance regulatory approvals, approval by
Westaim shareholders at a special meeting of shareholders to be held to
approve the Acquisition and the satisfaction of certain closing
conditions.
If the Acquisition closes on or prior to October 29, 2012, each
Subscription Receipt will entitle the holder to receive upon closing of
the Acquisition one Common Share of IFC plus an amount equal to the
dividends that have been declared on the Common Shares by IFC for which
record dates have occurred during the period from May 11, 2012 to but
excluding the closing date of the Acquisition (less any applicable
withholding taxes, if any) ("Dividend Equivalent Amount"); provided
that to the extent that such amount represents dividends for which
record dates have occurred and have not yet been paid, such dividends
will not be payable to holders of Subscription Receipts (unless IFC
otherwise elects) until the related cash distribution is paid to
holders of Common Shares. If the Acquisition is not completed by
October 29, 2012 or if the share purchase agreement relating to the
Acquisition is terminated in accordance with its terms before that
date, the holders of Subscription Receipts will be entitled to receive
their full subscription price together with their share of any interest
that was earned during the term of escrow (less any applicable
withholding taxes, if any).
The Subscription Receipts will commence trading on the Toronto Stock
Exchange on May 11, 2012 under the symbol IFC.N.
About Intact Financial Corporation
Intact Financial Corporation (www.intactfc.com) is the largest provider of property and casualty insurance in Canada.
Intact offers home, auto and business insurance through Intact
Insurance, Novex Group Insurance, belairdirect, Grey Power and
BrokerLink.
The securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended ("U.S. Securities Act"), and may not
be offered or sold in the United States or to or for the account or
benefit of U.S. persons absent registration or an applicable exemption
from the registration requirements of the U.S. Securities Act. This
press release shall not constitute an offer to sell or the solicitation
of an offer to buy such securities in the United States or in any other
jurisdiction where such offer is unlawful.
Forward-looking statements
Certain of the statements included in this press release about IFC's
current and future plans, expectations and intentions, results, levels
of activity, performance, goals or achievements or any other future
events or developments constitute forward-looking statements. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely", "potential" or the negative or other
variations of these words or other similar or comparable words or
phrases, are intended to identify forward-looking statements.
Forward-looking statements are based on estimates and assumptions made
by management in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as
other factors that management believes are appropriate in the
circumstances. Many factors could cause IFC's actual results,
performance or achievements or future events or developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation, the following factors: IFC's
ability to implement its strategy or operate its business as management
currently expects; its ability to accurately assess the risks
associated with the insurance policies that IFC insurance subsidiaries
write; unfavourable capital market developments or other factors which
may affect IFC's investments and funding obligations under its pension
plans; the cyclical nature of the property and casualty insurance
industry; management's ability to accurately predict future claims
frequency; government regulations designed to protect policyholders and
creditors rather than investors; litigation and regulatory actions;
periodic negative publicity regarding the insurance industry; intense
competition; IFC's reliance on brokers and third parties to sell its
products to clients; IFC's ability to successfully pursue its
acquisition strategy; IFC's ability to execute its business strategy;
the terms and conditions of, and regulatory approvals relating to, the
acquisition of JEVCO Insurance Company ("Acquisition"); timing for
completion of the Acquisition; synergies arising from, and IFC's
integration plans relating to the Acquisition; IFC's financing plans
for the Acquisition; management's estimates and expectations in
relation to MCT and debt to capital position, as applicable; various
other actions to be taken or requirements to be met in connection with
the Acquisition; IFC's participation in the Facility Association (a
mandatory pooling arrangement among all industry participants) and
similar mandated risk-sharing pools; terrorist attacks and ensuing
events; the occurrence of catastrophic events; IFC's ability to
maintain its financial strength and issuer credit ratings; IFC's
ability to alleviate risk through reinsurance; IFC's ability to
successfully manage credit risk (including credit risk related to the
financial health of reinsurers); IFC's reliance on information
technology and telecommunications systems; IFC's dependence on key
employees; general economic, financial and political conditions; IFC's
dependence on the results of operations of its subsidiaries; the
volatility of the stock market and other factors affecting IFC's share
price; and future sales of a substantial number of its common shares.
These factors are not intended to represent a complete list of the
factors that could affect us. These factors should, however, be
considered carefully. All of the forward-looking statements included in
this press release are qualified by these cautionary statements.
Although the forward-looking statements are based upon what management
believes to be reasonable assumptions, IFC cannot assure investors that
actual results will be consistent with these forward-looking
statements. When relying on forward-looking statements to make
decisions, investors should ensure the preceding information is
carefully considered. Undue reliance should not be placed on
forward-looking statements made herein. IFC and management have no
intention and undertake 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 law.
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