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WINNIPEG, MB, March 3, 2021 /CNW/ - Farmers Edge Inc.
("Farmers Edge" or the "Company") (TSX: FDGE)
announced today that it has completed its initial public offering
(the "Offering") of 7,353,000 common shares ("Common
Shares") at a price of $17.00 per
share (the "Offering Price") for total gross proceeds of
$125,001,000.
The Common Shares will commence trading today on the Toronto
Stock Exchange under the symbol "FDGE".
National Bank Financial Inc. and CIBC Capital Markets acted as
joint bookrunners for the Offering with a syndicate that included
Scotia Capital Inc., Canaccord Genuity Corp. and Raymond James Ltd.
(collectively, the "Underwriters"). The Company granted to
the Underwriters an over-allotment option (the "Over-Allotment
Option"), exercisable in whole or in part for a period of 30
days following the closing of the Offering, to purchase up to an
additional 1,102,950 Common Shares at the Offering Price for
additional gross proceeds of up to $18,750,150 to the Company, if the Over-Allotment
Option is exercised in full.
Concurrently with the closing of the Offering, the Company also
closed a direct private placement of 25,735 additional Common
Shares to certain directors, officers and employees of the Company
residing or located outside Canada
for aggregate gross proceeds of $437,495.
The Common Shares have not been and will not be registered under
the United States Securities
Act of 1933, as amended, or the securities laws of any state of
the United States and may not be
offered or sold within the United
States unless an exemption from registration thereunder is
available. This press release is not an offer to sell or a
solicitation of an offer to buy any Common Shares in the United States.
In connection with certain pre-closing capital changes completed
immediately prior to the closing of Offering, Fairfax Financial
Holdings Limited ("Fairfax") acquired, indirectly through
certain of its subsidiaries, 20,401,775 Common Shares. Of the
20,401,775 Common Shares acquired by Fairfax, (a) 16,372,006
Common Shares were acquired pursuant to the conversion of the
aggregate unpaid principal amount and accrued and unpaid interest
of certain secured convertible debentures previously issued by the
Company to such subsidiaries, (b) 2,601,198 Common Shares were
acquired pursuant to the exercise of warrants previously issued to
such subsidiaries, and (c) 1,428,571 Common Shares were
acquired from an existing shareholder of the Company, in a private
transaction, at a price of $16.80 per Common Share (the
"Purchased Shares"), all as described in the final long form
prospectus dated February 24, 2021 filed by the Company in
connection with the Offering. After giving effect to the
foregoing transactions (and after the completion of the Offering),
Fairfax now beneficially owns, and exercises control or direction
over, 25,023,193 Common Shares representing approximately 61.5% of
the total Common Shares outstanding.
The Common Shares were acquired by Fairfax for investment
purposes, and in the future, it may discuss with management and/or
the board of directors of the Company any of the transactions
listed in clauses (a) to (k) of item 5 of Form F1 of National
Instrument 62-103 – The Early Warning System and Related
Take-over Bid and Insider Reporting Issues and it may
further purchase, hold, vote, trade, dispose or otherwise deal in
the securities of the Company, in such manner as it deems advisable
to benefit from changes in market prices of the Company's
securities, publicly disclosed changes in the operations of the
Company, its business strategy or prospects or from a material
transaction of the Company. Fairfax acquired the Purchased Shares
pursuant to the private agreement exemption under section 4.2(1) of
National Instrument 62-104 – Take-over Bids and Issuer
Bids. Pursuant to the exemption, the purchase price paid
for the Purchased Shares was $16.80,
being less than 115% of the market price of the Common Shares as of
the date of the agreement between Fairfax and the existing
shareholder. An early warning report will be filed by Fairfax
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained directly from Fairfax
upon request at 416-367-4941 (Attention: John Varnell) or at Fairfax Financial Holdings
Limited, 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7.
About Farmers Edge
Farmers Edge is a global leader in digital agriculture
delivering cutting-edge solutions powered by a unique combination
of field-centric data, artificial intelligence, and complete
integration. Farmers Edge is transforming the industry with
disruptive technologies and strategic partnerships designed to
enhance connectivity across the entire agricultural ecosystem. With
the most comprehensive data management platform on the
market–FarmCommand®–Farmers Edge is revolutionizing the way
farmers, agricultural professionals, and agri-businesses interact
with data. For more information please visit farmersedge.ca.
Forward-Looking Information
This press release may contain forward-looking information
within the meaning of applicable securities legislation, which
reflects the Company's current expectations regarding future
events. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control, that could cause
actual results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under "Risk Factors" in the final
prospectus of the Company dated February 24,
2021. The Company does not undertake any obligation to
update such forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law.
SOURCE Farmers Edge Inc.