Not for distribution to U.S. newswire services or for dissemination in the United States
KINGSEY FALLS, QC, October 5, 2020 – Cascades Inc. (TSX: CAS) ("Cascades" or the "Company"), a leader in eco-friendly recycling, hygiene and packaging solutions, is pleased to announce plans to proceed with the strategic Bear Island mill conversion project located in Virginia. Subject to obtaining final permits, the currently idled newsprint machine will be converted to a 1st quartile containerboard machine capable of producing high-quality, lightweight, 100% recycled linerboard and medium for the North American market.
To finance the equity portion of the Bear Island mill conversion, Cascades is also pleased to announce today that it has entered into an agreement with CIBC Capital Markets, RBC Capital Markets and BMO Capital Markets on behalf of a syndicate of underwriters (the “Underwriters”), pursuant to which Cascades will issue from treasury, and the Underwriters will purchase on a “bought deal basis”, 7,441,000 common shares (“Common Shares”) at a price of $16.80 per Common Share for gross proceeds of approximately $125 million (the “Offering”).
The total cost of the Bear Island mill project will be US$380 million, which includes the initial US$35 million acquisition cost paid to White Birch Papers in 2018. Following completion of the Offering, the equity requirements of the Bear Island mill project will be fully financed. The plant will have an annual production capacity of 465,000 short tons and is scheduled to start up in the fourth quarter of 2022. It will operate at approximately 80% of capacity by the end of 2023, reaching 100% by the end of 2025.
"This investment, one of the largest in our Company’s history, is a decisive and very important strategic move in the modernization of our packaging assets," explains Mario Plourde, President and Chief Executive Officer of Cascades. "By adding the Bear Island mill to our platform, more than 60% of our containerboard manufacturing capacity will be in the top quartile of the industry. In addition to offering a unique development platform, this plant will strengthen our geographic positioning and presence in the U.S. and will enhance the competitiveness of our asset base and our product offering regardless of economic conditions."
"From an operational standpoint, Bear Island will also optimize the flexibility of our manufacturing platform by providing a product offering that will be complementary to its sister plant Greenpac, located in Niagara Falls (NY)" adds Mr. Plourde. "Bear Island will also offer 100% recycled products with light basis weights. Greatly valued by our current and future customers, these eco-responsible products are particularly well suited for e-commerce."
As the Company continues to execute its strategic plan to increase its down-stream integration, it will initially convert volume in its existing converting facilities in addition to entering into long term agreements with customers. The remaining tonnage that will initially be sold on the open market is expected to decrease, reducing market exposure. "The significant expertise that was developed within Cascades from the Greenpac build, and the ongoing success of this mill give us full confidence that we will increase our market share and expand our geographic footprint in the United States. Bear Island will be equipped with the latest technology and will be able to offer one of the lightest high-end 100% recycled containerboard products on the market" affirms Charles Malo, President and COO of Cascades Containerboard Packaging.
Cascades will finance the entire project with the Offering, cash flows generated by its operations and available bank facilities.
"We are confident that we will be able to reach our targeted leverage ratio of 2.5x by the end of 2023 while simultaneously completing this important project," highlights Allan Hogg, Vice-President and CFO.
During the project development period, the Company expects to limit its capital investment envelope to approximately $200 million annually, excluding the Bear Island project. This project will add approximately US$190 million to this envelope in 2021 and US$120 million in 2022.
Public Offering of Common Shares on a Bought Deal Basis
To finance the equity portion of the project, Cascades has entered into an agreement with CIBC Capital Markets, RBC Capital Markets and BMO Capital Markets on behalf of the Underwriters, pursuant to which Cascades will issue from treasury, and the Underwriters will purchase on a “bought deal basis”, 7,441,000 Common Shares at a price of $16.80 per Common Share (the “Issue Price”) for gross proceeds of approximately $125 million. The Underwriters have also been granted an option to purchase up to an additional 15% of the Common Shares issued under the Offering at the Issue Price exercisable in whole or in part at any time for a period of 30 days from the closing of the Offering (the "Over-Allotment Option") for additional gross proceeds of $18.75 million and a total size of the Offering of approximately $143.75 million if fully exercised.
Cascades intends to use the net proceeds of the Offering to finance a portion of the Bear Island mill conversion and for general corporate purposes.
The Common Shares issued pursuant to the Offering and Over-Allotment Option will be offered in all provinces of Canada by way of a short form prospectus to be filed by the Company.
Closing of the Offering is subject to customary conditions including the approval of applicable securities regulatory authorities and the Toronto Stock Exchange. The Offering is expected to close on or about October 22, 2020.
Copies of the short form prospectus and the underwriting agreement will be available on SEDAR (www.sedar.com) as part of the public filings of Cascades and on Cascades’ website at www.cascades.com.
No securities regulatory authority has either approved or disapproved the contents of this press release. The Common Shares to be issued under the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the Common Shares may not be offered or sold, pledged or otherwise transferred within the United States or to U.S. persons 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. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the U.S., nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Founded in 1964, Cascades offers sustainable, innovative and value-added packaging, hygiene and recovery solutions. The Company employs approximately 12,000 women and men across a network of close to 90 facilities in North America and Europe. Driven by its participative management, half a century of experience in recycling, and continuous research and development efforts, Cascades continues to provide innovative products that customers have come to rely on, while contributing to the well-being of people, communities and the entire planet. Cascades' shares trade on the Toronto Stock Exchange under the ticker symbol CAS.
CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION
Certain information and statements included or incorporated by reference in this press release that are not purely historical constitute “forward looking information” and “forward-looking statements” as defined under applicable Canadian securities laws. These forward looking statements include, but are not limited to, statements regarding management’s expectations, hopes, beliefs, intentions or strategies. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. These forward looking statements include, but are not limited to, statements regarding management’s expectations, hopes, beliefs, intentions or strategies with respect to the Bear Island mill conversion project and relate, among others, to the projected production capacity, the project costs, the ability to respect the timeline and meet the expected start-up date, the obtaining of the necessary permits and authorizations, the potential financial benefits for the Company and the environmental and pollution targets. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Such factors include the risks described in the Management’s Discussion and Analysis in the 2019 Annual Report of the Company under the heading “Risk Factors” and to be described in the short form prospectus under the heading “Risk Factors”. If any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Accordingly, investors are cautioned not to place undue reliance on such statements. All of the forward-looking information in this press release is qualified by these cautionary statements. The Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
Vice-President, Communications, Public Affairs and Sustainable Development
Jennifer Aitken, MBA
Director, Investor Relations