Not for distribution to U.S. news wire services or dissemination in the United States.
Montréal, Québec, March 10th, 2021 – Dialogue Health Technologies Inc. (“Dialogue” or the “Company”) announced today it has filed with the securities regulatory authorities in each of the provinces and territories of Canada, and obtained a receipt for, an amended and restated preliminary prospectus (the “Amended and Restated Preliminary Prospectus”), which amends and restates the preliminary long form prospectus filed by the Company on March 8, 2021 in connection with its initial public offering of common shares (the “Offering”).
As disclosed in the Amended and Restated Preliminary Prospectus, the Offering consists of a treasury offering of between 8,333,333 and 11,111,111 common shares at a price per share between $9.00 and $12.00, for total gross proceeds of $100 million and, if the over-allotment option is exercised, a secondary offering by certain shareholders of the Company (the “Selling Shareholders”). If the over-allotment option is exercised in full, the Selling Shareholders will receive aggregate gross proceeds of approximately $15 million. The Offering is expected to close during the week of March 29, 2021, subject to customary closing conditions, including on the Company’s common shares being conditionally approved for listing on the Toronto Stock Exchange.
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 Amended and Restated Preliminary Prospectus contains important information relating to Dialogue, the common shares and the Offering and is still subject to completion or amendment. Copies of the Amended and Restated Preliminary Prospectus are available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the common shares until a receipt for the final prospectus has been issued.
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 may contain forward-looking statements which reflect management’s current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Dialogue disclaims any obligation to update these forward-looking statements except as required under applicable securities laws.
For further information, please contact:
Chief Financial Officer
Jean-Christophe de Le Rue
Director of Public and Government Relations
firstname.lastname@example.org / 613-806-0671