/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES / WATERLOO, ON , Jan. 22, 2014 /CNW/ - Sandvine Corporation , (TSX:SVC) ("Sandvine") a leading provider of intelligent network policy control solutions for fixed and mobile operators, announced today that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the "Underwriters"), to sell, on a bought deal basis, 10,000,000 common shares of Sandvine (the "Common Shares") at a price of $3.30 per Common Share (the "Offering"). In addition, Sandvine has granted to the Underwriters an over-allotment option exercisable at any time up to 30 days after closing of the Offering to acquire up to an additional 1,500,000 Common Shares of the Company. In the event that the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be approximately $37.95 million . The net proceeds from the Offering (after deducting the underwriters' fees and Offering expenses) will be used for general corporate and working capital purposes. Closing of the Offering is currently expected to take place on February 12, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities. The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of the provinces of Canada , except Quebec , and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions. This news release does not constitute an offer of securities for sale in the United States . The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements . COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation including statements relating to the Offering and the closing thereof, the filing of the preliminary prospectus and the use of proceeds from the Offering. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Sandvine , constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management's control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect including with respect to the receipt of required regulatory approvals. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information including the risk of a material change in the affairs of Sandvine , a materially adverse development in financial markets or other occurrence which would permit the agreement between Sandvine and Canaccord (or any agreement superseding such agreement) to be terminated in accordance with its terms. Although Sandvine has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. For additional information with respect to risk factors applicable to Sandvine , reference should be made to Sandvine's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Sandvine's Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Sandvine does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. No regulatory authority has approved or disapproved the adequacy or accuracy of this news release ABOUT SANDVINE Sandvine's network policy control solutions add intelligence to fixed, mobile and converged communications service provider networks to enable services that can increase revenue and reduce network costs. Powered by Sandvine's Policy Engine and SandScript policy language, Sandvine's networking equipment provides end-to-end policy control functions including traffic classification, and policy decision and enforcement across the data, control and business planes. Sandvine's products provide actionable business insight, the ability to deploy new subscriber services and tools to optimize traffic while enhancing subscriber Internet quality of experience. Sandvine's network policy control solutions are deployed in more than 250 networks in over 90 countries, serving hundreds of millions of data subscribers worldwide, www.sandvine.com . SOURCE Sandvine
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