/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
LANGLEY, BC, Nov. 16, 2021 /CNW/ - Hardwoods Distribution Inc.
(TSX: HDI) ("HDI" or the "Company") today announced
that it has entered into an agreement with Cormark Securities Inc.
and National Bank Financial Inc., acting as co-leads and joint
bookrunners, on behalf of a syndicate of underwriters
(collectively, the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase 2,023,200 common shares (the
"Common Shares") from the treasury of the Company, at a
price of $43.25 per Common Share and
offer them to the public by way of a short form prospectus for
total gross proceeds of approximately $87.5
million (the "Offering").
In addition, the Company has granted the Underwriters an option
(the "Over-Allotment Option") to purchase up to an
additional 15% of the Common Shares of the Offering on the same
terms exercisable at any time up to 30 days following the closing
of the Offering, for market stabilization purposes and to cover
over-allotments, if any.
The net proceeds of the Offering shall be used to repay certain
indebtedness of the Company and for working capital and general
corporate purposes.
Closing of the Offering is expected to occur on or about
December 7, 2021 and is subject
to customary closing conditions and regulatory approvals, including
that of the Toronto Stock Exchange (the "TSX").
The Common Shares to be issued under the Offering will be
offered by way of a short form prospectus in each of Provinces of
Canada, and may be offered in
the United States on a private
placement basis pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as
amended, and applicable state securities laws, and certain other
jurisdictions outside of Canada
and the United States.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This press release
does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent registration under
U.S. federal and state securities laws or an applicable exemption
from such U.S. registration requirements.
About HDI
HDI is one of North America's
largest suppliers of specialty building products to fabricators,
home centers and builders servicing the new residential, repair and
remodel, and commercial construction end-markets. The Company
currently operates a network in North
America of 83 distribution facilities in the United States and Canada. HDI's common shares are listed on the
TSX under the symbol HDI.
Forward-Looking Statements
Certain statements in this press release contain forward-looking
information within the meaning of applicable securities laws
("forward-looking information"). Forward-looking information
is generally identifiable by the use of the words "shall", "to be",
"may", "will", "expect", "intends", "can", "could" and similar
expressions. Forward-looking information in this press
release includes statements regarding: the antipated timing and
closing of the offering; the anticipated use of the proceeds from
the offering; required regulatory approvals in respect of the
offering; the issuance of Common Shares pursuant to an exercise by
the Underwriters of the Over-Allotment Options and the payment of
any fees associated therewith; and the conditions to closing the
offering.
In connection with the forward looking information contained in
this press release, we have made numerous assumptions, regarding,
among other things: all conditions to closing, including all
regulatory approvals will be obtained met or waived; the Company's
ability to fulfill the listing requirements of the TSX; there are
no material exchange rate fluctuations between the Canadian and
U.S. dollar that will affect the Company's performance prior to
closing the offering; the general state of the economy does not
worsen; there are no decreases in the supply of, demand for, or
market values of hardwood lumber or sheet goods that could harm the
Company's business; the Company will not incur material losses
related to credit provided to its customers; its products are not
subjected to negative trade outcomes; the Company is able to
sustain its level of sales and earnings margins; the Company is
able to integrate acquired businesses; there is no new competition
in the Company's markets that leads to reduced revenues and
profitability; the Company can comply with existing regulations and
will not become subject to more stringent regulations; no material
product liability claims; importation of components or other
innovative products does not increase and replace products
manufactured in North America; the
Company's management information systems upon which its depends are
not impaired; the Company is not adversely impacted by disruptive
technologies; an outbreak or escalation of a contagious disease,
including the novel coronavirus, COVID-19, does not materially
adversely affect the business; and, the Company's insurance is
sufficient to cover losses that may occur as a result of its
operations.
The forward-looking information is subjects to risks,
uncertainties and other factors that could cause actual results to
differ materially from historical results or results anticipated by
the forward-looking information. The factors which could cause
results to differ from current expectations include, but are not
limited to: such risks and uncertainties described in the
Company's publicly filed documents (available on SEDAR at
www.sedar.com); fluctuations in the market price of the Company's
Common Shares; dilution of shareholders as a result of further
issuances of Common Shares; closing of the offering may be delayed
or may not occur at all; and the Underwriters may terminate the
Underwriting Agreement in accordance with its terms, including
under the "disaster out" provisions contained therein, and as a
result, the Company may not achieve its growth initiatives,
business objectives and strategies.
All forward-looking information in this press release are
qualified in its entirety by this cautionary statement. These
statements are made as of the date of this press release and,
except as required by applicable law, the Company undertakes no
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise
after the date hereof. Additionally, the Company undertakes
no obligation to comment on analyses, expectations or statements
made by third parties in respect of the Company, its financial or
operating results or its securities.
SOURCE Hardwoods Distribution Inc.