Not for distribution to U.S. news wire services or dissemination in the United States.
Montréal, Québec, March 23, 2021 – Dialogue Health Technologies Inc. (“Dialogue” or the “Company”) announced today that it has obtained a receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada (the “Final Prospectus”) and has entered into an underwriting agreement in respect of its initial public offering (the “Offering”). The Offering consists of a treasury offering of an aggregate of 8,334,000 common shares of the Company at a price of $12.00 per share for aggregate gross proceeds to the Company of approximately $100 million and, if the Over-Allotment Option (as defined below) is exercised, a secondary offering by certain shareholders of the Company (the “Selling Shareholders”) of an additional 1,250,100 common shares of the Company for aggregate gross proceeds to the Selling Shareholders of approximately $15 million.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of Dialogue’s common shares, subject to fulfillment by Dialogue of all of the initial listing requirements and conditions of the TSX. The common shares are expected to begin trading on the TSX on March 30, 2021 under the symbol “CARE”.
The Offering is being made through a syndicate of underwriters led by National Bank Financial Inc., RBC Capital Markets, Scotiabank and TD Securities Inc. as joint bookrunners and including CIBC World Markets Inc., Desjardins Securities Inc., Canaccord Genuity Corp., iA Private Wealth Inc., INFOR Financial Inc. and Laurentian Bank Securities Inc.
The Selling Shareholders have granted the underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time and from time to time for a period of 30 days after closing of the Offering, to purchase from the Selling Shareholders up to 1,250,100 common shares of the Company (representing 15% of the aggregate number of common shares sold in the base offering) at a price of $12.00 per share, for the purpose of covering the underwriters’ over-allocation position, if any and for market stabilization purposes.
Copies of the Final Prospectus are available on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Dialogue in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, the securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Incorporated in 2016, Dialogue is Canada’s premier virtual healthcare and wellness platform, providing affordable, on-demand access to quality care. Through our team of health professionals, we serve employers and organizations who have an interest in the health and well-being of their employees, members and their families. Our Integrated Health Platform™ is a one-stop healthcare hub that centralizes all of our programs in a single, user-friendly application, providing access to Services 24 hours per day, 365 days per year from the convenience of a smartphone, computer or tablet.
This news release contains certain forward-looking statements, including statements with regard to the closing of the Offering, which reflect management’s current expectations regarding future events. The forward-looking statements involve risks and uncertainties and no assurance can be given that the Offering discussed above will be completed on the terms described. Completion of the Offering and the terms thereof are subject to numerous factors, many of which are beyond Dialogue’s control, including, without limitation, failure to meet customary closing conditions and the risk factors and other matters set forth in Dialogue’s filings with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. Actual results could differ materially from those projected herein. Dialogue disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
For further information, please contact:
Chief Financial Officer
Jean-Christophe de Le Rue
Director of Public and Government Relations
email@example.com / 613-806-0671