/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
Nov. 19, 2012
Bay Company (the "Company") announced today that it has entered into an underwriting agreement for the initial public offering (the "Offering") of 21,475,000 common shares of the Company at a price of
per share, for total gross proceeds of approximately
. The Offering will consist of a treasury offering by the Company of 14,710,000 common shares and a secondary offering by
Bay Company (
) S. à r. l. (the "Selling Shareholder") of 6,765,000 common shares, for gross proceeds to the Company of approximately
and to the Selling Shareholder of approximately
. The net proceeds to the Company will be used to repay indebtedness of the Company. Based on the Offering price, the Company's market capitalization will be
. The Offering is being made through a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets, CIBC and BofA Merrill Lynch (collectively, the "Underwriters") who will act as joint bookrunners.
The Selling Shareholder has also granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase an additional 15% of the number of common shares issued under the Offering through a secondary offering. The Company will not receive any proceeds from the sale of these additional shares, if any.
Following completion of the Offering the Selling Shareholder will continue to hold 98,025,000 common shares representing approximately 82% of the issued and outstanding common shares and certain management shareholders will hold in the aggregate 500,000 common shares issued in connection with the settlement of an existing performance share based incentive plan. If the Over-Allotment Option is exercised in full, the Selling Shareholder will hold 94,803,750 common shares representing approximately 79% of the issued and outstanding common shares.