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GENIVAR closes US$225 million public offering and US$197 million concurrent private placement

Fasken
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Underwriters

GENIVAR Inc. has completed its bought-deal and private placement subscription receipt financings for aggregate gross proceeds of approximately $422 million. Genivar issued 9,375,000 subscription receipts from treasury at a price of $24.00 per Offering Subscription Receipt, on a bought-deal basis, for aggregate gross proceeds of $225 million, through a syndicate of underwriters co-led by CIBC, BMO Capital Markets, National Bank Financial and Barclays Capital Canada. In addition, the Corporation issued 8,210,610 subscription receipts from treasury at a price of $24.00 per Subscription Receipt by way of a private placement with Canada Pension Plan Investment Board (CPPIB) and the Caisse de dépôt et placement du Québec (the Caisse), for aggregate gross proceeds of $197 million (the "Concurrent Private Placement"). The proceeds from the Offering and the Concurrent Private Placement will be held in escrow pending the completion of the Transaction. Upon closing of the Transaction, holders of Subscription Receipts will be entitled to receive an amount for each Subscription Receipt equivalent to the dividends payable by GENIVAR on the Common Shares relating to the June 29, 2012 record date. An amount of $4,500,000, being 50% of the underwriters' fee in the aggregate amount of $9 million, representing 4% of the aggregate gross proceeds of the Offering, have been paid upon closing of the Offering and the other 50% will be paid upon closing of the Transaction. Upon closing of the Transaction, each of CPPIB and the Caisse will receive a non-refundable capital commitment payment equal to 4% of the aggregate purchase price for the Placement Subscription Receipts for which each of them has subscribed. The underwriters were represented by Fasken Martineau with a team led by Gabriel Castiglio and assisted by Caitlin Rose (Secruties - Montréal), Rebecca McLeod (Secruties - Montréal) and Philip Aubry (Secruties - Montréal), as well as Nigel Gordon (Securities - London), Gilles Carli (Tax), Marc Novello (Banking), Martin Racicot (Banking) and Francis Trifiro (Banking).

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