Vecima Networks Inc. Announces Initial Closing of Financing up to C$32 Million

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Victoria, British Columbia, May 29, 2024 – Vecima Networks Inc. (TSX:VCM) (“Vecima” or the “Company”) is pleased to announce the successful closing of the previously announced financing of 1,309,390 subscription receipts of the company (the “Subscription Receipts”) at a price of C$21.00 per Subscription Receipt (the “Issue Price”) for gross proceeds of C$27,497,190, of which 833,200 Subscription Receipts were issued pursuant to a brokered private placement for gross proceeds of C$17,497,200 (the “Brokered Private Placement”) and 476,190 Subscription Receipts were issued pursuant to a non-brokered private placement for gross proceeds of C$9,999,990 (the “Non-Brokered Private Placement”). Vecima anticipates closing an additional 215,300 Subscription Receipts (the “Additional Commitments” and together with the Brokered Private Placement and Non-Brokered Private Placement, the “Financing”) for gross proceeds of C$4,521,300 on May 31, 2024. The Additional Commitments would bring the total Financing to C$32,018,490. The Additional Commitments are scheduled to close on May 31, 2024. Raymond James Ltd. (“Raymond James” or the “Underwriter”) is acting as sole bookrunner and sole underwriter on the Brokered Private Placement and the Additional Commitments.

Subject to closing, the Company intends to use the net proceeds of the Financing (including the Additional Commitments) to finance a portion of the previously announced proposed acquisition of the Cable Business assets of Casa Systems, Inc. (“Casa”) and certain of Casa’s subsidiaries (the “Proposed Acquisition“). If the transaction value of the Proposed Acquisition exceeds the proceeds of the Financing, the Company will fund the remainder of the transaction value with cash on hand and potential additional financing, as needed.

Each Subscription Receipt shall, upon satisfaction of the Escrow Release Conditions (as defined below) and without the payment of any additional consideration, automatically convert into one common share of the Company (a “Common Share“).

The “Escrow Release Conditions” are, collectively:

i.  the United States Bankruptcy Court for the District of Delaware having approved at a hearing the Bid Procedures Order and Sales Order, all as provided for in the asset purchase agreement among Vecima, Casa and Casa’s subsidiaries, without the occurrence of a Termination Event; and

ii. the Corporation and Underwriter having delivered a notice and direction to the Subscription Receipt Agent confirming that the conditions set forth in (i) above have been met or waived.

A “Termination Event” includes any of the following: (i) the Escrow Release Conditions and delivery of the notice and direction having not occurred on or before June 30, 2024, (ii) the asset purchase agreement among Vecima, Casa and Casa’s subsidiaries being terminated in accordance with its terms, or (iii) Vecima having advised Computershare Trust Company of Canada (the “Subscription Receipt Agent”) or Raymond James by way of notice, or formally announced to the public by way of press release or otherwise, that it does not intend to proceed with the Proposed Acquisition.

684739 BC Ltd is an Insider (as such term is defined in the TSX Company Manual) of the Company and is considered a “related party” of the Company and, accordingly, its participation in the Financing constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the Subscription Receipts issued to the Insider, nor the consideration received for those Subscription Receipts, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing date of the Brokered Private Placement and Non-Brokered Private Placement due to the limited time between the launch and closing date, and as the details of the Brokered Private Placement and Non-Brokered Private Placement were not settled until shortly prior to closing of the Brokered Private Placement and Non-Brokered Private Placement.

The Company has entered into an underwriting agreement dated May 29, 2024 between the Company and Raymond James (the “Underwriting Agreement”) that sets forth the terms and conditions of the Brokered Private Placement and the Additional Commitments.

Pursuant to the Underwriting Agreement, Raymond James is entitled to receive a cash commission equal to 5.5% of the aggregate gross proceeds raised from the Brokered Private Placement and the Additional Commitments (the “Underwriting Commission”). At today’s closing, Raymond James received a cash commission of $349,944, representing 2% of the gross proceeds of the Brokered Private Placement and the upfront portion of the Underwriting Commission payable pursuant to the Brokered Private Placement. Raymond James will also be entitled to receive 2% of the gross proceeds of the Additional Commitments upon its close, representing the upfront portion of the Underwriting Commission payable pursuant to the Additional Commitments. The balance of the Underwriting Commission, being 3.5% of aggregate gross proceeds of the Brokered Private Placement and the Additional Commitments, shall be payable to Raymond James upon satisfaction of the Escrow Release Conditions.

The Proposed Acquisition is expected to close on June 6, 2024, and the escrow release deadline is 5:00pm (Toronto time) on June 30, 2024.

The Subscription Receipts are subject to the four-month hold period in accordance with applicable Canadian securities laws. The Financing is subject to receipt of approval of the Toronto Stock Exchange.

About Vecima Networks

Vecima Networks Inc. (TSX: VCM) is leading the global evolution to the multi-gigabit, content-rich networks of the future. Our talented people deliver future-ready software, services, and integrated platforms that power broadband and video streaming networks, monitor and manage transportation, and transform experiences in homes, businesses, and everywhere people connect. We help our customers evolve their networks with cloud-based solutions that deliver ground- breaking speed, superior video quality, and exciting new services to their subscribers. There is power in connectivity – it enables people, businesses, and communities to grow and thrive. Learn more at www.vecima.com.

Forward Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words “believes”, “may”, “plans”, “will”, “anticipates”, “intends”, “could”, “estimates”, “expects”, “forecasts”, “projects” and similar expressions, and the negative of such expressions.

Forward looking information in this news release includes, but is not limited to, any statements respecting: the closing of the Additional Commitments; the aggregate gross proceeds to be received pursuant to the Financing; the acquisition by Vecima of substantially all the assets of Casa’s Cable Business; Vecima’s bid being the highest or otherwise best bid for Casa’s Cable Business assets; the Proposed Acquisition receiving approval from the United States Bankruptcy Court for District of Delaware; the closing of Vecima’s purchase of Casa’s Cable Business assets; no Termination event shall have occurred; the expected timing of closing of the Additional Commitments and the satisfaction and timing of all closing conditions and approvals required by law; and the satisfaction of the Escrow Release Conditions prior to June 30, 2024.

The forward-looking statements are based on the current expectations of the management of Vecima and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated.

A more complete discussion of the risks and uncertainties facing Vecima is disclosed under the heading “Risk Factors” in the Company’s Annual Information Form dated September 21, 2023, as well as the Company’s continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Vecima disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

Contacts

Investor Relations: 250-881-1982, invest@vecima.com
Media Relations: bernadette.dunn@vecima.com