/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, May 31, 2021 /CNW/ – VerticalScope Holdings Inc. (“VerticalScope” or the “Company“) announced today that it has filed with the securities regulatory authorities in each of the provinces and territories in Canada, and obtained a receipt for, an amended and restated preliminary base PREP prospectus (the “Amended and Restated Preliminary Prospectus“), which amends and restates the preliminary base PREP prospectus filed by the Company on May 26, 2021 in connection with its initial public offering of subordinate voting shares (the “Offering“). The gross proceeds of the Offering are expected to be approximately $100 million at an offering price between $19.00 and $23.00 per subordinate voting share.
The Offering is being made through a syndicate of underwriters led by RBC Dominion Securities Inc., Canaccord Genuity Corp. and National Bank Financial Inc., as lead underwriters and joint bookrunners, and which also includes TD Securities Inc., Raymond James Ltd., Desjardins Securities Inc., Cormark Securities Inc. and HSBC Securities (Canada) Inc. (collectively, the “Underwriters“).
Norton Rose Fulbright Canada LLP is acting as legal counsel to VerticalScope and Goodmans LLP is acting as legal counsel to the Underwriters.
The Amended and Restated Preliminary Prospectus contains important information relating to the Offering, has not yet become final for purposes of a distribution of securities to the public, and is still subject to completion or amendment. 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, nor shall there be any sale or any acceptance of an offer to buy these securities in any province or territory of Canada prior to the time that a receipt for the final base PREP prospectus or other authorization is obtained from the securities regulatory authorities in each of the provinces and territories. Copies of the Amended and Restated Preliminary Prospectus may be obtained from any of the Underwriters and will be available under VerticalScope’s profile on SEDAR at www.sedar.com.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.
Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high-consumer spending categories. VerticalScope’s mission is to enable people with common interests to connect, explore their passions and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and more than 100 million monthly active users.
This news release may contain forward-looking information within the meaning of applicable securities legislation that 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. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Amended and Restated Preliminary Prospectus. Actual results could differ materially from those projected herein. VerticalScope 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 under applicable securities laws.
SOURCE VerticalScope Inc.