Transformative Transaction for Wildpack's Brokerage Operations
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- Located in the key strategic North Central region in
Grand Rapids, Michigan , Land andSea Packaging is strongly aligned with Wildpack's business plan. - Land and Sea generated LTM Revenue of
US$21,886,000 and LTM EBITDA ofUS$4,670,000 . - History of profitable operations for 20+ years.
- Acquisition achieves Wildpack's 2021 growth strategy of 6 facilities ahead of schedule.
- Land and Sea brokers approximately 90 million cans annually, with a diverse client base across 15 U.S. states.
- Key leaders aligned with long-term employment contracts and a seat on Wildpack's board of directors.
The transaction delivers on Wildpack's strategic goal of acquiring or building six facilities by the end of 2021. Land and Sea operates in the North Central region, which offers distribution coverage to a key strategic area with no overlap on the current network of Wildpack's facilities. A leader in the rigid packaging business, Land and Sea complements Wildpack's existing operations in the areas of brokerage of aluminum cans, supply chain forecasting and procurement, enhancing all of the Company's business segments. Its owner,
"We are extremely excited to join the Wildpack team. We have very similar customer-centric cultures that will result in a seamless transition," said Land and Sea owner
Wildpack Chief Executive Officer
Financial Highlights
LTM Figures (US$mm) | Revenue | Gross Profit | EBITDA |
Wildpack(1) | |||
L&S(2) | |||
Pro Forma | |||
% Contribution | |||
Wildpack | 51.0% | 30.9% | 13.1% |
L&S | 49.0% | 69.1% | 86.9% |
(1) Wildpack LTM covers the period of |
(2) L&S LTM covers the period of |
Transaction Summary
Under the terms of the Agreement, subject to certain adjustments, the total purchase price payable by Wildpack US is
On closing, the Common Shares will be deposited with
The transaction is subject to
Stifel GMP acted as the exclusive financial advisor to Wildpack in connection with the Acquisition.
Financings
Wildpack is pleased to announce that it has entered into an agreement with Stifel GMP, as sole bookrunner and lead underwriter, on behalf of a syndicate of underwriters including
Each Unit shall consist of one Common Share and one-half common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share of the
The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,402,061 Units at the Offering Price, which Over-Allotment Option will be exercisable at any time and from time-to-time, for a period of 30 days following the Closing Date (as defined below), which would result in additional gross proceeds of up to C$3.3 million. The Over-Allotment Option is exercisable to acquire Units, Common Shares or Warrants (or any combination thereof) at the discretion of the Underwriters.
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Québec. The Unit Offering is expected to close on or about November 23, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV and the applicable securities regulatory authorities.
The Company intends to use the net proceeds of the Unit Offering to fund a portion of the Purchase Price of the Acquisition and for general corporate purposes.
Concurrent
Wildpack is pleased to announce that in conjunction with the Unit Offering, it has entered into an agreement with Stifel GMP as sole bookrunner and lead underwriter, on behalf of the Underwriters, pursuant to which the Underwriters have agreed to purchase 20,000 convertible debenture units of the Company (the "Debenture Units"), on a bought deal private placement basis, subject to all required regulatory approvals, at a price of $1,000 (the "Issue Price") per Debenture Unit, for gross proceeds of C$20,000,000 (the "Debenture Unit Offering" and together with the Unit Offering, the "Offerings"). Each Debenture Unit consists of (i) one 8% senior unsecured convertible debenture (the "Convertible Debentures") having a face value of $1,000 and convertible into Common Shares at a conversion price of C$1.51 per Common Share (the "Conversion Price") and maturing four years from the Closing Date (the "Maturity Date"); and (ii) 332 Warrants of the Company (the "PP Warrants" and, together with the Convertible Debentures, the "Underlying Securities"). Each PP Warrant entitles the holder thereof to purchase one Common Share at an exercise price of
At any time and from time to time following the expiry of 36 months after the Closing Date, the Company may, at its option, redeem pro rata all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price which is equal to 110% of the principal amount thereof, plus any accrued and unpaid interest that would otherwise by payable to the holder from the time of the optional redemption until the Maturity Date.
The Company may force the conversion of all but not less than all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price if the volume weighted average trading price of the Common Shares on the TSXV is greater than a 45% premium to the Conversion Price for the preceding twenty (20) consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash.
The Debenture Units will be offered on a private placement basis in all provinces of Canada (except Québec) and will be subject to a four month hold period pursuant to applicable securities laws. The Company intends to use the net proceeds of the Debenture Unit Offering to fund a portion of the Purchase Price of the Acquisition and for general corporate purposes.
The Debenture Unit Offering is expected to close concurrently with the Unit Offering on Closing Date. The Debenture Unit Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
Per: "Mitch Barnard"
Chief Executive Officer and Director
Advisors
Stifel GMP is financial advisor to
Visit our investor website at:
https://investor.wildpackbev.com
About Wildpack
Wildpack is engaged in beverage manufacturing and packaging, operating in the middle market by providing sustainable aluminum can filling and ecofriendly decorating services to brands throughout
Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation, our statements related to: the completion of the Acquisition; the completion of the Offerings; the impact of the Acquisition on the Company's business and its growth plans; the costs savings and synergies anticipated from the Acquisition, and the Company's growth and acquisition plans in general. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Wildpack's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that Wildpack will not be able to complete the Acquisition (or either of the Offerings) on the anticipated timeline, if at all; that the actual impact of the Acquisition on Wildpack's business and growth strategy will not be as currently anticipated; that Wildpack's other assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the beverage manufacturing and packaging sector in general; that future results may vary from historical results; and competition in the markets where Wildpack operates. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the
SOURCE
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