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ATS Files Final Prospectus for $110 Million Rights Offering
ATS Automation Posted 07/10/2007
CAMBRIDGE, ON, July 6 /CNW/ - ATS Automation Tooling Systems Inc. has 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.
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.
For further information:
Carl Galloway, Vice President and Treasurer
or Gerry Beard, Vice President and Chief Financial Officer