CAE, Inc. (CAE) Prices 9.09M Share Common Offering at $27.50/Sh

March 10, 2021 5:51 AM EST

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CAE Inc. (NYSE: CAE) today announced the pricing of its previously announced underwritten marketed public offering of common shares in the United States and Canada (the "Offering"). The Offering is comprised of 9,090,909 common shares at a price to the public of US$27.50 per share.

The Offering is being conducted through a syndicate of underwriters led by Goldman Sachs & Co. LLC, TD Securities Inc., RBC Capital Markets, and Scotia Capital (USA) Inc. as joint bookrunners (collectively, the "Underwriters").

CAE has also granted the Underwriters an option to purchase up to 1,363,636 additional common shares, representing in the aggregate 15% of the number of common shares to be sold pursuant to the Offering, solely to cover the Underwriters' over-allocation position, if any, and for market stabilization purposes. The option is exercisable by the Underwriters for a period of 30 days following the closing of the Offering.

CAE intends to use the net proceeds of the Offering to finance a portion of the purchase price and related costs of its previously announced acquisition of L3Harris Technologies' Military Training business (the "Acquisition"). CAE expects to fund the balance of the purchase price and related costs of the Acquisition with the net proceeds from its previously completed private placements of C$700 million (approximately US$550 million) aggregate amount of subscription receipts to two institutional investors, and from currently available liquidities, including cash on hand and/or advances or drawdowns under one or more of its senior credit facilities or other debt financing. Pending their use, CAE intends to invest the net proceeds from the Offering in short-term, investment grade, interest bearing instruments or hold them as cash or cash equivalents, and repay a portion of the indebtedness outstanding under one of more of its senior credit facilities. The Offering is not contingent on the closing of the Acquisition. If for any reason the Acquisition does not close, CAE intends to use the net proceeds from the Offering for general corporate purposes, which may include the financing of future potential acquisition and growth opportunities.

In connection with the Offering, CAE filed the preliminary prospectus supplement, and will file a final prospectus supplement, to its short form base shelf prospectus dated November 19, 2020 with the securities regulatory authorities in each of the provinces of Canada. The preliminary prospectus supplement has also been filed, and the final prospectus supplement will be filed, with the U.S. Securities and Exchange Commission (the "SEC") as part of CAE's registration statement on Form F-10 in accordance with the multi-jurisdictional disclosure system established between Canada and the United States.

Closing of the Offering is subject to customary closing conditions, including the approvals of the Toronto Stock Exchange and the New York Stock Exchange, and is expected to occur on March 12, 2021.

The Offering is being made in Canada only by means of the short form base shelf prospectus and the prospectus supplement and in the United States only by means of CAE's registration statement. Such documents contain important information about the Offering.

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