ATS Corporation (ATS) (ATS), an industry-leading automation solutions provider, today announced the pricing of its previously-announced public offering of the Company's Common Shares ("Common Shares") in the United States and Canada. The underwriters have agreed to purchase 6,000,000 Common Shares from the Company, at a price of US$41 per share, for aggregate gross proceeds to the Company of US$246 million.
The Common Shares are expected to begin trading on the New York Stock Exchange under the symbol "ATS" on May 25, 2023, and will continue to trade on the Toronto Stock Exchange under the symbol "ATS". The offering is expected to close on May 30, 2023, subject to customary closing conditions.
The offering is being conducted through a syndicate of underwriters led by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as joint active bookrunners. TD Securities Inc. and Scotia Capital (USA) Inc. are also acting as bookrunners in connection with the offering. National Bank of Canada Financial, Inc., Cormark Securities Inc., Stifel Nicolaus Canada Inc., Commerz Markets LLC, Raymond James Ltd., RBC Capital Markets, LLC and UniCredit Capital Markets LLC are acting as co-managers.
The Company has granted the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the underwriting agreement for the offering, to purchase up to an additional 900,000 Common Shares, representing up to 15% of the total number of Common Shares to be sold pursuant to the offering.
ATS expects that the net proceeds of the offering will be used for strategic opportunities, including acquisitions, as well as working capital requirements and general corporate purposes. Consistent with ATS' value creation strategy, ATS may execute on strategic opportunities, including disciplined acquisitions, if and when such opportunities arise, that drive the creation of long-term sustainable shareholder value. Pending those strategic opportunities, ATS expects to use the net proceeds to pay down amounts drawn on its C$750.0 million revolving senior secured line of credit. However, management of the Company will have discretion with respect to the actual use of the net proceeds of the offering.
In connection with the offering, ATS filed a preliminary prospectus supplement to its base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, and will file a final prospectus supplement to its base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec. The preliminary prospectus supplement and a base shelf prospectus have also been filed with the U.S. Securities and Exchange Commission as part of a registration statement on Form F-10. The public offering will be made in Canada only by means of the base shelf prospectus and applicable prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the offering. Copies of the base shelf prospectus and the applicable prospectus supplement can be found on SEDAR at www.sedar.com and a copy of the registration statement, base shelf prospectus and the preliminary prospectus supplement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282-2198, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood NY 11717, by telephone at (866)-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or TD Securities Inc. in Canada, Attention: Symcor, NPM, at 1625 Tech Avenue, Mississauga ON L4W 5P5, by telephone at (289) 360-2009, or by email at sdcconfirms@td.com; or TD Securities (USA) LLC in the U.S., Attention: Equity Capital Markets, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, NY 10281, Attention: Equity Capital Markets, or by telephone at (212) 255-6854, or by email at us.ecm@scotiabank.com.
Prospective investors should read the base shelf prospectus and the applicable prospectus supplement as well as the registration statement before making an investment decision.
No securities regulatory authority has either approved or disapproved the contents of this press release. 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 Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About ATS Corporation
ATS Corporation is an industry-leading automation solutions provider to many of the world's most successful companies. ATS uses its extensive knowledge base and global capabilities in custom automation, repeat automation, automation products and value-added services including pre-automation and after-sales services, to address the sophisticated manufacturing automation systems and service needs of multinational customers in markets such as life sciences, food & beverage, transportation, consumer products, and energy. Founded in 1978, ATS employs over 6,500 people at more than 60 manufacturing facilities and over 80 offices in North America, Europe, Asia and Oceania. The Company's common shares are traded on the Toronto Stock Exchange under the symbol ATS.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and U.S. securities laws ("forward-looking statements"). Forward-looking statements include all information that are not historical facts regarding possible events, conditions or results of operations that ATS believes, expects or anticipates will or may occur in the future, including, but not limited to, the timing and completion of the offering; the proposed listing of the Common Shares on the NYSE and the TSX; the Company's expected use of the net proceeds of the offering; the value creation strategy; disciplined acquisitions; and the potential impact of strategic opportunities on shareholder value. Forward-looking statements are necessarily based on a number of estimates and assumptions regarding, among other things, general economic and political conditions and the ability of ATS to execute on its business objectives. Forward-looking statements are inherently subject to significant uncertainties, risks and other factors that could cause the actual results, performance or achievements of ATS, or developments in ATS' business or in its industry to differ materially from those discussed in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include but are not limited to, the completion of the Offering; the volatility of the market and price of Common Shares; no active market for Common Shares in the United States; dilution of Common Shares from future offerings; the Company's discretion in the use of proceeds of the Offering; the discretion of the Company to pay dividends; the costs of becoming a U.S. public company; the Company's foreign private issuer status; the difference in Canadian and United States corporate and securities laws various strategic and market opportunities for ATS; that the market opportunities ATS anticipates do not materialize or that ATS is unable to exploit such opportunities; expanding in emerging markets; the impact of regional or global conflicts; general market performance including capital market conditions and availability and cost of credit; performance of the markets that ATS serves; industry challenges in securing the supply of labour, materials, and, in certain jurisdictions, energy sources such as natural gas; impact of inflation; interest rate changes; foreign currency and exchange risk; the relative strength of the Canadian dollar; risks related to customer concentration; risks related to a recession, slowdown, and/or sustained downturn in the economy; impact of factors such as increased pricing pressure, increased cost of energy and supplies, and delays in relation thereto, and possible margin compression; the regulatory and tax environment; the emergence of new infectious diseases and pandemics, including the potential resurgence of COVID-19 and/or new strains of COVID-19 and collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets, and legislative and regulatory responses; the effect of events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transaction counterparties, or other companies in the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, that have in the past and may in the future lead to market-wide liquidity problems; energy shortages and global prices increases; success and impact of the initiatives that ATS is undertaking; failure of the ATS Business Model to realize upon its objectives; the inability to successfully expand organically or through acquisition due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions, or to raise, through debt or equity, or otherwise have available, required capital; ATS is unable to expand in emerging markets, or is delayed in relation thereto, due to any number of reasons, including inability to effectively execute organic or inorganic expansion plans, focus on other business priorities, or local government regulations or delays; the failure to realize the savings expected from reorganization activity or within the expected timelines; risk that the ultimate outcome of lawsuits, claims, and contingencies give rise to material liabilities for which no provisions have been recorded; that ATS is not successful in growing its product portfolio and/or service offering or that expected benefits are not realized; that acquisitions made are not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits and synergies are not realized; and other risks and uncertainties detailed from time to time in ATS' filings with securities regulators, including, without limitation the risk factors described in the preliminary prospectus supplement, including the documents incorporated by reference therein (including ATS' annual information form for the fiscal year ended March 31, 2023), and the registration statement in respect of the offering, which are available on www.sedar.com and the U.S. Securities and Exchange Commission's EDGAR website at www.sec.gov. ATS has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking statements. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. These forward-looking statements are only current as of the date of this press release. Although ATS believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. ATS does not undertake any obligation to update forward-looking statements contained herein other than as required by law.
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