IMAX Corporation

EX-1.2 3 o55638exv1w2.htm EX-1.2 EX-1.2
Exhibit 1.2
FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated June 1, 2009
Registration Statement No. 333-157300
Dated June 2, 2009
IMAX Corporation
9,800,000 Common Shares
Final Term Sheet
     
Issuer:
  IMAX Corporation (the “Company”)
Symbol:
  IMAX (NasdaqGM); IMX (Toronto Stock Exchange)
Security:
  Common shares, no par value
Size:
  9,800,000 common shares
Over-allotment option:
  1,470,000 additional common shares
Public offering price:
  $7.15 per share
Underwriting commissions:
  $0.3575 per share
Net proceeds:
  $65,166,500 ($75,151,475 if the underwriter exercises its over-allotment option in full) (in each case, after deducting the underwriter’s commissions and estimated offering expenses payable by the Company)
Trade date:
  June 2, 2009
Settlement date:
  June 5, 2009
Underwriter:
  Roth Capital Partners, LLC

 


 

CAPITALIZATION
     The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2009:
    on an actual basis; and
 
    on an as adjusted basis to reflect our sale of 9,800,000 common shares in this offering, based on the public offering price of $7.15 per share, and after deducting underwriting commissions and estimated offering expenses paid by us, assuming the underwriter does not exercise its over-allotment option.
     This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto that are incorporated by reference in the preliminary prospectus supplement, dated June 1, 2009, relating to this offering (the “Preliminary Prospectus Supplement”) and the accompanying prospectus.
                 
    March 31, 2009  
    Actual     As Adjusted  
    Dollars in Thousands  
Cash and cash equivalents
  $ 18,721     $ 83,888  
 
           
 
               
Indebtedness:
               
Bank indebtedness
    20,000       20,000  
9.625% Senior Notes due 2010
    160,000       160,000 (1)
 
           
Total Indebtedness
    180,000       180,000  
 
           
 
               
Shareholders’ deficiency:
               
Common shares, no par value, unlimited number authorized
43,730,631 shares issued and outstanding, historical
53,530,631 shares issued and outstanding, as adjusted
    142,430       208,597 (2)
Other equity
    5,728       5,728  
Deficit
    (249,651 )     (250,651 )(2)
Accumulated other comprehensive income
    2,974       2,974  
 
           
Total Shareholders’ deficiency
    (98,519 )     (33,352 )
 
           
 
               
Total Capitalization
  $ 81,481     $ 146,648  
 
           
 
(1)   The Company intends to use the net proceeds from the sale of the common shares offered hereby for the repayment of debt, including a portion of the Company’s 9.625% Senior Notes due 2010, and for general corporate purposes. See “Use of Proceeds” in the Preliminary Prospectus Supplement.
 
(2)   Reflects $1,000,000 of offering expenses to be charged to the Company’s income statement for the three months ended June 30, 2009.

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DILUTION
     If you invest in our common shares, you will experience dilution to the extent of the difference between the public offering price per share you pay in this offering and the net tangible book deficit per common share immediately after this offering. Net tangible book deficit represents the amount of our total tangible assets reduced by our total liabilities. Our net tangible book deficit as of March 31, 2009 was approximately $155,394,701, or $3.5535 per common share. After deducting the estimated underwriter’s commission and estimated offering expenses paid by us, our net tangible book deficit, as adjusted for the offering (assuming no exercise by the underwriter of its over-allotment option), as of March 31, 2009, would have been $90,228,201, or $1.6855 per common share. Assuming the occurrence of this offering as of March 31, 2009, this represents an immediate decrease in net tangible book deficit of $1.8679 per common share to our existing shareholders and an immediate dilution of $8.8355 per common share to new investors purchasing our common shares in this offering.
     The following table illustrates the estimated per share dilution:
         
Public offering price per common share
  $ 7.15  
Net tangible book deficit per common share as of March 31, 2009
  $ 3.5535  
Increase per common share attributable to the offering
  $ 1.8679  
As adjusted net tangible book deficit per share after the offering
  $ 1.6855  
Dilution per common share to new investors purchasing common shares in the offering
  $ 8.8355  
     If the underwriter exercises its over-allotment option in full, the as adjusted net tangible book deficit would decrease to approximately $1.4590 per share, representing an immediate increase in net tangible book deficit of $2.0945 per common share to our existing shareholders and an immediate dilution of $8.6090 per common share to new investors purchasing our common shares in this offering.
     The exercise of outstanding options and warrants having an exercise price less than the public offering price will increase dilution to new investors.
     The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Roth Capital Partners, LLC toll-free at ###-###-####, by e-mail to ***@***, by fax to (949)  ###-###-#### or by mail to 24 Corporate Plaza Drive, Newport Beach, CA, 92660, Attention: Syndicate Department.

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