This Engagement Agreement involves
Title: SWISHER HYGIENE ANNOUNCES PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
Industry: Misc. Financial Services Sector: Financial
SWISHER HYGIENE ANNOUNCES PRIVATE PLACEMENT OF
CHARLOTTE, NC – February 11, 2011 – Swisher Hygiene Inc. (“ Swisher Hygiene ”) (NASDAQ: SWSH, TSX: SWI) today announced that it has entered into an engagement letter with a syndicate of agents (the “ Agents ”) in respect of a private placement of subscription receipts of Swisher Hygiene on a marketed, best efforts basis (the “ Offering ”). The Offering consists of a private placement of up to 12,262,500 subscription receipts (excluding the penalty stock described below) at a price of CDN$4.75 (US$4.80) per subscription receipt for gross proceeds of up to CDN$58,246,875 (US$58,817,694). Swisher Hygiene intends to use the proceeds, after deducting expenses of the Offering including Agents’ fees of up to 5%, for general corporate purposes, including in connection with a potential strategic acquisition.
The Offering is expected to close on or before February 24, 2011, and is subject to certain closing conditions, including the execution of a definitive transaction agreement in connection with the potential acquisition, and the receipt of the approval of the Toronto Stock Exchange and all other necessary regulatory approvals. Upon closing of the potential acquisition, each subscription receipt will entitle the holder to acquire a share of the common stock of Swisher Hygiene (the “Common Stock”) on a one-for-one basis, without payment of any additional consideration. The net proceeds from the Offering will be placed in escrow. If the potential acquisition is not completed by March 31, 2011, the subscription receipts will automatically terminate and be cancelled and the principal amount subscribed for plus accrued interest will be returned to the holders of the subscription receipts. The subscription receipts and underlying Common Stock will be subject to applicable United States and Canadian securities law resale restrictions.
Swisher Hygiene has agreed to use its commercially reasonable efforts to file a resale registration statement with t