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Lowy Family Group strategic investment to support growth and strengthen balance sheet of Blackline Safety
CALGARY, Canada, January 23, 2025--(BUSINESS WIRE)--Blackline Safety Corp. ("Blackline" or the "Company") (TSX: BLN) a global leader in connected safety technology, is pleased to announce it has completed a strategic private placement financing (the "Offering") with an affiliate of the Lowy Family Group ("LFG") for 3,091,190 common shares in the capital of the Company (the "Common Shares") at a price of $6.47 per Common Share. The Company's largest shareholder, DAK Capital Inc. ("DAK"), also acquired 1,078,834 Common Shares at a price of $6.47 per Common Share, for aggregate gross proceeds of approximately $26.98 million.
The Lowy Family’s investment business has a long history of investing in world-class public and private software companies, including those that provide integrated hardware and software. Many of these companies have grown significantly since LFG’s investment. Beyond its investment expertise, the Lowy Family bring decades of operating and capital markets experience, having managed the Westfield Group, one of the world's largest property companies, and raising tens of billions of dollars of debt and equity over the past 65 years.
Cody Slater, CEO and Chairman, Blackline Safety said, "I am excited to welcome LFG as a shareholder of Blackline Safety and I am also pleased to have the continued strong support of DAK Capital. This strategic financing positions us for continued scalable growth in the coming years and further strengthens our balance sheet. We will invest in our cloud-based software and data platform, and systems to support our continued EBITDA growth in the global connected safety market. LFG has a track record of investing in growing software businesses and strong US relationships, a benefit to our business as we continue to expand in that market."
Noah Lowy, CIO of Equities & Credit at LFG said, "We believe the portable gas detection market is at a pivotal juncture, rapidly transitioning to connected safety technology. Blackline Safety is uniquely positioned to lead this transformation with its technology platform, seasoned management team, and loyal, global customer base. Blackline’s unique business model – encompassing high-margin software services, attractive unit economics, and impressive customer metrics – provides a strong foundation to build a multi-billion-dollar company over time. This is an opportunity that is both exciting and underappreciated. We are thrilled to partner with Blackline as it redefines worker safety and capitalizes on the many growth opportunities ahead."
Proceeds from the Offering will be used to fund investments in cloud-based software, data platform enhancements, and scalability initiatives, including expansion of manufacturing for growing demand and the improvement of internal operating systems to strengthen margins. Additionally, funds will be allocated for debt repayment and general corporate purposes.
The Common Shares to be issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date.
Canaccord Genuity is acting as lead financial advisor to the Company, and ATB Capital Markets is acting as co-lead financial advisor to the Company.
Early Warning Disclosure
Pursuant to the Offering, DAK acquired 1,078,834 Common Shares at an issue price of $6.47 per Common Share. After giving effect to the Common Shares acquired by DAK pursuant to the Offering, DAK currently beneficially owns, or exercises control or direction over, 22,278,393 Common Shares or approximately 25.9% of the issued and outstanding Common Shares (on a non-diluted basis) after giving effect to the issuance of the Common Shares pursuant to the Offering, which is equal to DAK's approximate ownership of the Company before giving effect to the Offering. DAK acquired the 1,078,834 Common Shares described herein for investment purposes. DAK may increase or decrease its beneficial ownership or control over securities of the Company as circumstances or market conditions warrant. DAK will file an early warning report, pursuant to National Instrument 62-103, in respect of its acquisition of Common Shares, and this report will be available on the Company’s SEDAR+ profile at www.sedarplus.ca or by contacting DAK at 2700 ‐ 10111 104 Avenue Edmonton, Alberta T5J 0J4 Phone: (780) 990-0505.
DAK is currently a "related party" of the Company in accordance with Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). As such, the acquisition of Common Shares by DAK in connection with the Offering is considered a "related party transaction" pursuant to MI 61-101. Pursuant to MI 61-101, absent an available exemption, the Company would be required to obtain minority approval and a formal valuation for the issuance of Common Shares to DAK in connection with the Offering. Such an exemption was available for the issuance of Common Shares to DAK pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction insofar as it involves DAK, exceeds 25% of the Company's market capitalization. The material change report in relation to the Offering will be filed less than 21 days before closing of the Offering as the Company completed this transaction, shortly after the receipt of all regulatory approvals therefor, and the Company wished to complete the Offering as soon as was commercially feasible after such approvals were received.
About Blackline Safety: Blackline Safety is a technology leader driving innovation in the industrial workforce through IoT (Internet of Things). With connected safety devices and predictive analytics, Blackline enables companies to drive towards zero safety incidents and improved operational performance. Blackline provides wearable devices, personal and area gas monitoring, cloud-connected software and data analytics to meet demanding safety challenges and enhance overall productivity for organizations with customers in more than 75 countries. Armed with cellular and satellite connectivity, Blackline provides a lifeline to tens of thousands of people, having reported over 265 billion data-points and initiated over eight million emergency alerts. For more information, visit BlacklineSafety.com and connect with us on Facebook, X (formerly Twitter), LinkedIn and Instagram.
About Lowy Family Group: The Lowy Family Group is the private investment business and family office of the Lowy Family with offices in New York, Los Angeles and Sydney. LFG is a multi-billion dollar global direct investment business with a long-term focus on listed equities, technology, and real estate. In 1960 Sir Frank Lowy co-founded the Westfield Group which the Lowy Family managed and built into one of the world’s leading shopping center companies. The Lowy Family was the largest shareholder of Westfield until it was sold to Unibail-Rodamco, for c.$23b in June 2018.
Note Regarding Forward-Looking Statements
This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the anticipated use of the net proceeds of the Offering, the potential benefits from the Offering and the new strategic partnership with the Lowy Family Group, and the filing of an early warning report by DAK on SEDAR+. Although Blackline believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Blackline can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The intended use of the net proceeds of the Offering by Blackline might change if the board of directors of Blackline determines that it would be in the best interests of Blackline to deploy the proceeds for some other purpose, the benefits of the Offering and the new strategic partnership with the Lowy Family Group may not be realized, and the filing of the early warning report by DAK may not be made in the manner described herein. The forward-looking statements contained in this press release are made as of the date hereof and Blackline undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The common shares of Blackline will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to a U.S. person, absent registration or applicable exemption therefrom.
