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Published on 4/6/2016 in the Prospect News PIPE Daily.

Cara prices C$230 million private placement of subscription receipts

Brokered deal funds acquisition of food manufacturer Groupe St-Hubert

By Devika Patel

Knoxville, Tenn., April 6 – Cara Operations Ltd. said it will conduct a C$230 million private placement of subscription receipts.

The company will sell 7,863,280 receipts, which will convert into subordinate voting shares on a one-for-one basis, at C$29.25 per receipt. The price reflects a 1.35% discount to the April 5 closing share price of C$29.65.

Fairfax Financial Holdings Ltd. has agreed to buy 3,487,180 subscription receipts for C$102 million.

The offering will be conducted through a syndicate of agents led by Scotia Capital Inc. and including BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Settlement is expected April 15.

Proceeds will be used for the company’s planned C$537 million acquisition of Groupe St-Hubert Inc., Quebec's leading full-service restaurant operator as well as a fully integrated food manufacturer.

Vaughan, Ont.-based Cara is Canada's largest full-service restaurant operator with brands that include Swiss Chalet Rotisserie & Grill, Harvey’s and Montana’s Cookhouse.

Issuer:Cara Operations Ltd.
Issue:Subscription receipts
Amount:C$230,000,940
Receipts:7,863,280
Price:C$29.25
Warrants:No
Agents:Scotia Capital Inc. (lead), BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Investor:Fairfax Financial Holdings Ltd. (for C$102,000,015)
Pricing date:April 6
Settlement date:April 15
Stock symbol:Toronto: CAO
Stock price:C$29.65 at close April 5
Market capitalization:C$439.3 million

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