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SERVICES OR DISSEMINATION IN THE UNITED
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VANCOUVER, BC, April 21, 2021 /CNW/ - CanWel Building
Materials Group Ltd. ("CanWel" or "the Company")
(TSX: CWX) (TSX: CWX.NT.A) is pleased to announce that it has
entered into an agreement with a syndicate of underwriters co-led
by Stifel GMP and National Bank Financial Inc. (collectively, the
"Underwriters"), who have agreed to purchase, on a "bought
deal" basis 7,500,000 common shares (the "Common Shares") of
the Company at a price of $10.00 per
Common Shares, for aggregate gross proceeds of $75,000,000 (the "Offering"). The
Underwriters will also have the option, exercisable in whole or in
part at any time on or up to 30 days after the closing of the
Offering, to purchase up to an additional 1,125,000 Common Shares.
In the event that the option is exercised in its entirety,
the aggregate gross proceeds of the Offering will be $86,250,000.
Given recent robust business activity levels and cash flow
generation, the Company has successfully reduced its net debt
levels and is now seeing increased acquisition opportunities across
North American in both building products distribution and pressure
treating. The Company seeks to have the ability to move
rapidly to take advantage of attractive and strategic acquisition
opportunities as they materialize. As such, the net proceeds of the
Offering will initially be used to reduce funded debt levels until
required for future acquisitions or other growth
investments.
The Company is also pleased to announce that it is actively
exploring opportunities in the debt capital markets to further
recapitalize and fortify its balance sheet in response to robust
activity levels, and in anticipation of attractive acquisition
opportunities that may materialize in the future.
Amar Doman, Chairman & CEO of
CanWel, commented: "The combination of higher commodity pricing,
volumes and overall business activity levels has provided record
financial results for CanWel and we see that momentum continuing
for the foreseeable future. The Company has never been in a
stronger financial and operating position, as evidenced by our Q1
2021 results which were pre-released on April 19, 2021, and the significant cash flow
generation and de-leveraging that has occurred over the past
year. As such, management and the Board believe it is prudent
to pursue these financing initiatives as we seek acquire, grow, and
take CanWel to the next inflection point in its evolution as a
leading North American building products company".
The offering is scheduled to close on or about May 11, 2021 and is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals including the approval of the Toronto Stock Exchange and
the securities regulatory authorities.
The Common Shares will be offered by way of a short form
prospectus to be filed in all of the provinces of Canada pursuant to National Instrument 44-101
Short Form Prospectus Distributions and 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.
This press release is not an offer or a solicitation of an
offer of securities for sale in the United States. The Common
Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from registration.
About CanWel
Founded in 1989, CanWel is headquartered in Vancouver, British Columbia and trades on the
Toronto Stock Exchange under the symbol CWX and is Canada's only fully integrated national
distributor in the building materials and related products sector.
CanWel operates: multiple treating plant and planing facilities in
Canada and the United States; distribution centres
coast-to coast in all major cities and strategic locations across
Canada; in the United States near Portland, Oregon San
Francisco and Los Angeles,
California and in 14 locations in the State of Hawaii through its wholly owned
Honsador Building Products Group. CanWel distributes a wide range
of building materials, lumber, renovation and electrical products.
In addition, through its CanWel Fibre division, CanWel operates a
vertically integrated forest products company based in Western Canada, operating from British Columbia to Saskatchewan, also servicing the US Pacific
Northwest. CanWel owns approximately 117,000 acres of private
timberlands, strategic licenses and tenures, log harvesting and
trucking operations, several post and pole peeling facilities and
two pressure-treated specialty wood production plants and a
specialty saw mill.
Certain statements in this press release may constitute
"forward-looking" statements. When used in this press release,
forward-looking statements often but not always, can be identified
by the use of forward-looking words such as, including but not
limited to, "may", "will", "would", "should", "expect", "believe",
"plan", "intend", "anticipate", "predict", "remain", "estimate",
"potential", "forecast", "budget", "schedule", "continue", "could",
"might", "project", "targeting", "future" and other similar
terminology or the negative or inverse of such words or
terminology. Forward-looking information in this news release
includes, without limitation, statements with respect to: the
Offering, the use of proceeds therefrom and potential debt
financing and acquisition opportunities. These forward-looking
statements reflect the current expectations of CanWel's management
regarding future events and operating performance, but involve
other known and unknown or unpredictable risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of CanWel. . Although CanWel believes that the
expectations and the conditions reflected in such forward-looking
statements are reasonable, CanWel can give no assurance that each
of these conditions will be satisfied to the satisfaction of CanWel
or that expectations will prove to be correct. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of additional risks and
uncertainties affecting or that could affect CanWel, which could
cause actual results and developments to differ materially from
those described in, expressed or implied by these forward- looking
statements Accordingly, readers should not place undue reliance on
any forward-looking statements or information. There are numerous
risks associated with an investment in CanWel's common shares or
senior unsecured notes, which are also further described in the
"Risk Factors" sections of CanWel's annual information form dated
March 31, 2021 as well as its other
public filings on SEDAR. These forward-looking statements speak
only as of the date of this press release. We caution that the
foregoing factors that may affect future results are not
exhaustive. When relying on our forward-looking statements to make
decisions with respect to CanWel, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. Neither CanWel nor any of its associates or
directors, officers, partners, affiliates, or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in these communications will actually occur. You are cautioned not
to place undue reliance on these forward looking statements. Except
as required by applicable securities laws and legal or regulatory
obligations, CanWel is not under any obligation, and expressly
disclaims any intention or obligation, to update or revise any
forward looking statements, whether as a result of new information,
future events or otherwise.
SOURCE CanWel Bulding Materials Group Ltd.