MONTREAL, June 12,
2023 /PRNewswire/ - (NYSE: CAE) (TSX: CAE) – CAE
Inc. (CAE or the Corporation) announced today the
closing of its previously announced private offering of
$400 million aggregate principal
amount of 5.541% Series 1 Senior Unsecured Notes due June 12, 2028 (the Notes) (the
Offering). The Notes are being offered through a syndicate
of agents led by RBC Dominion Securities Inc., Scotia Capital Inc.
and TD Securities Inc., as joint bookrunners (the
Lead Agents) and HSBC Securities (Canada) Inc., National Bank Financial Inc.,
BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., CIBC World
Markets Inc., Desjardins Securities Inc., BNP Paribas (Canada) Securities Inc., Citigroup Global
Markets Canada Inc. and J.P. Morgan Securities Canada Inc., as
agents (collectively, the Agents). The Corporation
intends to use the net proceeds of this Offering to repay existing
indebtedness and for other general corporate purposes.
The Notes are issued at par and bear interest at the rate of
5.541% per annum, payable in equal semi-annual instalments,
in arrears, on June 12 and
December 12 of each year commencing
on December 12, 2023, until maturity.
The Notes are direct, senior unsecured obligations of the
Corporation, and rank pari passu in right of payment with
each other series of unsecured unsubordinated notes that may be
issued under the Trust Indenture (regardless of their series or
actual dates or terms of issue) and with all other existing and
future unsecured and unsubordinated indebtedness of the
Corporation. The Notes are guaranteed, jointly and severally, on a
senior unsecured basis, by certain of the Corporation's
subsidiaries. The Notes have been assigned a rating of BBB-, with a
stable trend, by S&P Global Ratings.
The Notes are being offered in Canada on a private placement basis in
reliance upon exemptions from the prospectus requirements under
applicable securities legislation. The Notes have not been and will
not be qualified for sale to the public under applicable securities
laws in Canada and, accordingly,
any offer and sale of the Notes in Canada will be made on a basis which is exempt
from the prospectus requirements of such securities laws. The Notes
and the related guarantees 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 other
jurisdiction, and may not be offered or sold in the United States absent registration under,
or an applicable exemption from the registration requirements of,
the U.S. Securities Act. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any offer to sell or a solicitation of an offer to buy the
Notes in any jurisdiction in which it is unlawful to do so.
About CAE
At CAE, we equip people in critical roles with the expertise and
solutions to create a safer world. As a technology company, we
digitalize the physical world, deploying software-based simulation
training and critical operations support solutions. Above all else,
we empower pilots, cabin crew, airlines, defence and security
forces and healthcare practitioners to perform at their best every
day and when the stakes are the highest. Around the globe, we're
everywhere customers need us to be with more than 13,000 employees
in approximately 250 sites and training locations in over 40
countries. CAE represents more than 75 years of industry firsts—the
highest-fidelity flight, mission and medical simulators and
training programs powered by digital technologies. We embed
sustainability in everything we do. Today and tomorrow, we'll make
sure our customers are ready for the moments that matter.
Caution concerning forward-looking
statements
This press release includes forward-looking statements about our
activities, events and developments that we expect to or anticipate
may occur in the future including, for example, statements about
the expected use of the net proceeds of the Offering and any other
future events or developments. Since forward-looking statements and
information relate to future events or future performance and
reflect current expectations or beliefs regarding future events,
they are typically identified by words such as "anticipate",
"believe", "could", "estimate", "expect", "intend", "likely",
"may", "plan", "seek", "should", "will", "strategy", "future" or
the negative thereof or other variations thereon suggesting future
outcomes or statements regarding an outlook. All such statements
constitute "forward-looking statements" within the meaning of
applicable Canadian securities legislation and "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
By their nature, forward-looking statements require us to make
assumptions and are subject to inherent risks and uncertainties
associated with our business which may cause actual results in
future periods to differ materially from results indicated in
forward-looking statements. While these statements are based on
management's expectations and assumptions regarding historical
trends, current conditions and expected future developments, as
well as other factors that we believe are reasonable and
appropriate in the circumstances, readers are cautioned not to
place undue reliance on these forward-looking statements as there
is a risk that they may not be accurate.
The expected use of the net proceeds of the Offering is subject
to general market and other conditions and there can be no
assurance that the funds thereof will be available to CAE in the
time frame anticipated or at all. Many factors could cause future
events to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation the
matters discussed in the section entitled "Cautionary Regarding
Forward-Looking Statements" and the "Business Risk and Uncertainty"
section of our Management's Discussion and Analysis for the
financial year ended March 31, 2023
and in the Corporation's other continuous disclosure filings
available on the System for Electronic Document Analysis and
Retrieval (SEDAR) which can be accessed at www.sedar.com.
The forward-looking statements contained in this press release
describe our expectations as of the date of this news release and,
accordingly, are subject to change after such date. Except as
required by law, we disclaim any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise. The forward-looking
information and statements contained in this press release are
expressly qualified by this cautionary statement. Except as
otherwise indicated by CAE, forward-looking statements do not
reflect the potential impact of any special items or of any
dispositions, monetizations, mergers, acquisitions, other business
combinations or other transactions that may occur after the date of
this news release. The financial impact of these transactions and
special items can be complex and depends on the facts particular to
each of them. We therefore cannot describe the expected impact in a
meaningful way or in the same way we present known risks affecting
our business. Forward-looking statements are presented in this
press release for the purpose of assisting investors and others in
understanding certain key elements of the Offering. Readers are
cautioned that such information may not be appropriate for other
purposes.
Contacts
Media:
Samantha
Golinski, Vice President, Public Affairs & Global
Communications, +1-514-341-2000, ext. 7939,
samantha.golinski@cae.com
Investor Relations:
Andrew
Arnovitz, Senior Vice President, Investor Relations and
Enterprise Risk Management 1-514-734-5760,
andrew.arnovitz@cae.com
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SOURCE CAE INC.