ATS files final prospectus for $110 million rights offering
TSX: ATA
CAMBRIDGE, ON, July 6 /CNW/ - ATS Automation Tooling Systems Inc. today
announced that it has filed a final short form prospectus in relation to its
previously announced $110 million rights offering (the "Rights Offering").
The Rights Offering provides existing common shareholders with rights
(the "Rights") exercisable to subscribe for additional common shares in ATS.
The offering is expected to raise net proceeds of approximately $103 million.
Rights and Subscription Price: Each shareholder of record of the Company
on July 19, 2007 will receive one Right for each common share held. For every
3.35 Rights held, the holder will be entitled to purchase one common share at
the price of $6.23 until 5:00 P.M. (Toronto time) on August 14, 2007 (the
"Expiry Date").
Discount to Market Price: The subscription price of $6.23 per share
represents a discount of 32% per cent to the closing price of $9.13 per share
on July 5, 2007.
Additional Subscription Privilege: Holders of Rights who fully exercise
their Rights are entitled to subscribe pro rata for additional common shares,
if available, that were not subscribed for initially, on or before the Expiry
Date.
Trading Information: The Rights will commence trading on the TSX on
July 17, 2007, under the symbol "ATA.RT" and the common shares will commence
trading on an ex rights basis, meaning that persons purchasing common shares
on or following that date will not be entitled to receive the related Rights.
Trading of the Rights will continue until noon (Toronto time) on the Expiry
Date. The Company's common shares trade on the TSX under the symbol ATA.
Distribution of Rights Certificates: Certificates representing the Rights
(the "Certificates") will be mailed to registered shareholders located in each
of the provinces of Canada and in the United States (the "Eligible
Jurisdictions") following the record date of July 19, 2007. Subject to certain
exceptions, Certificates will not be mailed to registered shareholders located
outside of the Eligible Jurisdictions. Such shareholders will not be permitted
to exercise their Rights and in certain cases the rights agent engaged by the
Company will attempt to sell such Rights on behalf of the relevant class of
shareholders. Shareholders should consult the final prospectus and their
financial advisors to determine their rights and entitlements under the Rights
Offering. A Registration Statement on Form F-7 has also been filed in the
United States under the United States Securities Act 1933 (the "1933 Act")
which will allow United States shareholders to participate in the Rights
Offering.
Mailing of Final Prospectus: The final prospectus will be mailed along
with the Certificates to registered shareholders beginning on or about
July 24, 2007. Shareholders wishing to exercise their Rights must forward the
completed Certificate along with the applicable funds to Computershare
Investor Services Inc. by the Expiry Date. Shareholders requiring additional
information may refer to a copy of the final short form prospectus available
on SEDAR at www.sedar.com.
Enquiries: Enquiries should be addressed to Computershare Investor
Services Inc. by telephone at 1-800-564-6253 or the Company at (519) 650-6501.
Use of Proceeds: The net proceeds of the Rights Offering will be used to
further expand the manufacturing capacity at Photowatt International S.A.S.
("Photowatt France"), to procure silicon supplies, to advance research and
development and for general corporate purposes all at Photowatt France, as
further described in the final short form prospectus.
The above summary of the principal terms of the Rights Offering should be
read together with, and is qualified in its entirety by, the more detailed
information contained in the final short form prospectus.
About ATS
ATS Automation Tooling Systems Inc. provides innovative, custom designed,
built and installed manufacturing solutions to many of the world's most
successful companies. Founded in 1978, ATS uses its industry-leading knowledge
and global capabilities to serve the sophisticated automation systems' needs
of multinational customers in healthcare, computer/electronics, automotive and
consumer products. It also leverages its many years of repetitive
manufacturing experience and skills to fulfill the specialized repetitive
equipment manufacturing requirements of customers. Through its solar business,
ATS participates in the growing solar energy industry and through its
precision components business it produces, in high volume, precision
components and subassemblies. ATS employs approximately 3,500 people at 24
manufacturing facilities in Canada, the United States, Europe, southeast Asia
and China. The Company's shares are traded on the Toronto Stock Exchange under
the symbol ATA. Visit the Company's website at www.atsautomation.com.
Notice to Reader:
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any sale
or any acceptance of an offer to buy these securities in any province of
Canada prior to the time a receipt for the final short form prospectus or
other authorization is obtained from the securities commission or similar
authority in such province. The Rights will be exercisable in accordance with
applicable laws on the terms set out in the final short form prospectus filed
today by ATS in connection with the distribution of the Rights.
This news release is not an offer of securities for sale in the United
States. The securities to be offered in the Rights Offering described above
may not be offered or sold in the United States absent registration under the
1933 Act, as amended, or an exemption from registration. Any public offering
of securities to be made in the United States will be made by means of a
prospectus that may be obtained from ATS and that will contain detailed
information about the Company and management, as well as financial statements.
Forward Looking Statement
This news release relates to ATS's Rights Offering and contains certain
statements that constitute forward-looking information within the meaning of
applicable securities laws ("forward-looking statements"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements
of ATS, or developments in ATS's business or in its industry, to differ
materially from the anticipated results, performance, achievements or
developments expressed or implied by such forward-looking statements.
Forward-looking statements include all disclosure regarding possible events,
conditions or results of operations that is based on assumptions about future
economic conditions and courses of action. Forward-looking statements may also
include, without limitation, any statement relating to future events,
conditions or circumstances. ATS cautions you not to place undue reliance upon
any such forward-looking statements, which speak only as of the date they are
made. Forward-looking statements relate to, among other things, the completion
of the Rights Offering and use of proceeds of the Rights Offering. The risks
and uncertainties that may affect forward-looking statements include, among
others: general market performance; foreign currency and exchange risk;
strength of the Canadian dollar and the challenges this presents; performance
of the market sectors that ATS serves; problems associated with the expansion
of production capability and adoption of new production processes at Photowatt
France; inability of Photowatt Technologies to fund future research and
development; inability to finalize strategic partnerships or alliances to
provide for silicon supply; political, labour or supplier disruptions in
manufacturing and supply of silicon; and other risks detailed from time to
time in ATS's filings with Canadian provincial securities regulators.
Forward-looking statements are based on management's current plans, estimates,
projections, beliefs and opinions, and ATS does not undertake any obligation
to update forward-looking statements should assumptions related to these
plans, estimates, projections, beliefs and opinions change.
%SEDAR: 00002017E
For further information: Carl Galloway, Vice President and Treasurer; Gerry Beard, Vice President and Chief Financial Officer, (519) 653-6500