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To: Goose94 who wrote (5761)3/13/2014 7:17:26 PM
From: Goose94Read Replies (1) | Respond to of 203329
 
WED-V new 52 week high, $2.75



To: Goose94 who wrote (5761)4/4/2014 8:08:43 AM
From: Goose94Read Replies (2) | Respond to of 203329
 
The Westaim (WED-T) April 4th 2014 has entered into an agreement with a syndicate of underwriters co-led by GMP Securities LP and TD Securities Inc. (as joint book runners), and including Cormark Securities Inc., pursuant to which the underwriters have agreed to purchase, on a private-placement basis, 32.1 million subscription receipts of the company at a price of $2.65 per subscription receipt for aggregate gross proceeds to Westaim of $85,065,000. In addition, the company will grant the underwriters an option, exercisable up to 48 hours prior to the closing date (as defined below), to arrange for the purchase of up to an additional 4,815,000 subscription receipts at the offering price. If the underwriters' option is exercised in full, the total gross proceeds of the offering will be $97,824,750.

In addition to the offering, the company expects to complete a concurrent non-brokered private placement of subscription receipts on the same terms as the offering for an amount of up to $25,016,000 (9.44 million subscription receipts). Investors in the concurrent private placement are expected to include members of the company's board of directors and/or management team and certain other investors determined by the company. Completion of the offering is conditional on the Westaim investors closing on a minimum amount of $9.01-million (3.4 million subscription receipts) as part of the concurrent private placement, and completion of the concurrent private placement is conditional on closing of the offering.

Pursuant to Westaim's press release of March 12, 2014, relating to the acquisition by Westaim HIIG LP, an Ontario limited partnership established by Westaim, of a significant interest in Houston International Insurance Group Ltd. (HIIG), the company will use a portion of the proceeds from the offering and the concurrent private placement to purchase Class A limited partnership units in the partnership to enable the partnership (together with funds committed by other investors in the partnership) to satisfy the cash consideration payable by the partnership in connection with the initial acquisition and the second acquisition, as such terms are defined in the initial press release. Both the initial acquisition and the second acquisition are expected to close concurrently in the second quarter of 2014.

The remaining net proceeds of the offering and the concurrent private placement will be used by the company for general corporate purposes, and to consider and possibly finance potential future acquisitions (including possible additional equity investments in the partnership).

Under the terms of the offering and the concurrent private placement, which are both expected to close on or about April 23, 2014, the net proceeds of the offering will be held in escrow pending satisfaction of the escrow release conditions as described below. Each subscription receipt will entitle the holder thereof to receive without further consideration or action one common share of the company upon the satisfaction of the escrow release conditions provided that such conditions have been satisfied at or prior to the earlier of: (i) 4:30 p.m. (Toronto time) on Sept. 12, 2014, and (ii) the termination of the stock purchase agreement in respect of the initial acquisition in accordance with its terms; or if the escrow release conditions are not satisfied at or prior to the termination time, holders of the subscription receipts will be entitled to receive an amount equal to the full purchase price of a subscription receipt plus the holder's pro rata entitlement to the interest earned or income generated, if any, on such amount.

The escrow release conditions include, without limitation, the following:

  1. All conditions required to complete the acquisition (other than payment of the purchase price therefor) having been satisfied or waived by the company, acting reasonably, and such waiver being disclosed in writing to the underwriters;
  2. The TSX Venture Exchange (TSX-V) having approved the listing of the common shares underlying the subscription receipts on the TSX-V;
  3. The company and the joint book runners, on behalf of the underwriters, having delivered a joint notice to the escrow agent confirming that (i) all regulatory and other approvals required in respect of the offering, and, if applicable, the concurrent private placement have been obtained; and (ii) all other escrow release conditions have been satisfied or waived.


The subscription receipts are being sold by way of a private placement. The subscription receipts and common shares will be subject to a hold period under applicable Canadian securities laws expiring four months and a day after the closing date.