FAX CAPITAL ANNOUNCES ADDITIONAL INVESTMENT IN HAMILTON THORNE LTD., FILES EARLY WARNING REPORT
FOR IMMEDIATE RELEASE
June 1, 2020, Toronto, Ontario – FAX Capital Corp. (FAX or the Company) (TSX: FXC & FXC.WT) is pleased to announce that it has acquired ownership of an additional 3,182,000 common shares (the Shares) of Hamilton Thorne Ltd. (Hamilton Thorne) (TSXV:HTL) through a non-brokered private placement transaction which closed on May 29, 2020 (the Private Placement). The Shares were acquired at an average price of $1.10 per Share and an aggregate purchase price of $3,500,200. Immediately prior to the closing of the Private Placement, the Company owned 12,574,700 Shares, representing 9.5% of the issued and outstanding Shares. Following the completion of the Private Placement, FAX now owns 15,756,700 Shares, representing 11.4% of the total number of issued and outstanding Shares of Hamilton Thorne. Pursuant to applicable securities laws, the Shares acquired through the Private Placement are subject to a hold period of four-months plus one day from the date of closing.
FAX’s investment presentation in respect of Hamilton Thorne will be available on the Company’s website at www.faxcapitalcorp.com. The Company currently has no plans or intentions with respect to the acquired Shares of Hamilton Thorne and the Shares are being held for investment purposes. In the future, the Company may acquire additional Shares, or dispose of its holdings, both as investment conditions warrant.
“We are pleased to add to FAX’s investment in Hamilton Thorne, a well managed company with a solid track record serving an important need in a large and growing industry,” said Blair Driscoll, FAX’s Chief Executive Officer. “The global In Vitro Fertilization (IVF) and fertility market is a recession resistant industry with expected market growth of up to 10%, driven by secular tailwinds such as rising maternal age of first pregnancy, broader insurance reimbursements, a rising middle class, and technological advancements to support increasing IVF success rates.”
“As one of the market leaders, Hamilton Thorne is well positioned to benefit from this growing market,” added Marc Robinson, FAX’s Managing Director and co-head of the Company’s Investment Team. “The company has a proven management team and sustainable competitive advantages driven by regulatory protection and high customer switching costs. Financially, the company has a 10-year track record of sales growth that has been accelerating, has margin expansion opportunity, and has a strong balance sheet and free cash flow generation to facilitate further organic growth and M&A within a consolidating industry.”
Hamilton Thorne is a Boston, Massachusetts based manufacturer, marketer and distributor of equipment, precision instruments, consumables, software and services to the global Assisted Reproductive Technologies (ART) market. The company’s products, marketed under the Hamilton Thorne, Gynemed, Embryotech and Planer brands, are cleared for sale in the US, Europe, China, and Canada and are sold to a customer base that includes pharmaceutical and biotech companies, fertility clinics, research centers and others. The head office of Hamilton Thorne is located at 100 Cummings Centre, Suite 465E, Beverly, MA, 01915, U.S.A.
The Company has today filed an early warning report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of the Private Placement. A copy of the early warning report will be available under Hamilton Thorne’s profile on SEDAR at www.sedar.com, or may be obtained by contacting Ryan Caughey, General Counsel and Corporate Secretary at (647) 696-4679. The Company is a corporation incorporated under the laws of Canada and its head office is located at TD Tower West, 100 Wellington Street West, Suite 2110, Toronto, Ontario, M5K 1H1.About FAX Capital Corp.
The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States.
For additional information please contact:
Sophia Tang, Investor Relations
Telephone: (416) 860-6108
Telephone: (416) 986-8515
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (FLS) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, the Company’s continuing views on Hamilton Thorne’s operations and the prospects of its associated industry; the Company’s expectations in respect to the acquisition or disposition of Shares or other securities of Hamilton Thorne and the Company’s continued intentions in respect of the Company’s Shares of Hamilton Thorne currently held.
FLS is based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such FLS is reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, but are not limited to, the timing and terms associated with any further potential investment opportunities in Hamilton Thorne and other identified companies, the continued impact of coronavirus (COVID-19) on targeted investments, the economy and markets generally, as well as the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 26, 2020, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.
Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.