NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
March 3, 2021 – 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.
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.
For further information:
Farmers Edge Inc.
Jeffrey Kowall, Vice-President of Legal and Corporate Secretary