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8-K - FORM 8-K - Swisher Hygiene Inc. | g26575e8vk.htm |
Exhibit 99.1
SWISHER HYGIENE ANNOUNCES PRIVATE PLACEMENT
CHARLOTTE, NC March 22, 2011 Swisher Hygiene Inc. (Swisher Hygiene) (NASDAQ: SWSH,
TSX: SWI), today announced that it has entered into a series of arms length securities purchase
agreements to sell 12,000,000 shares of the companys common stock at a price of US$5.00 (Cdn.
$4.92 based on March 18, 2011 Bank of Canada noon spot rate CDN$1.00 = US$1.0158) per share, for
aggregate proceeds of US$60,000,000 (Cdn.$59,066,745) to certain funds of a global financial
institution.
We welcome this strategic investment, and we intend to use the proceeds from this transaction to
further our organic and acquisition growth strategy, as well as for working capital purposes, said
Steven R. Berrard, Chief Executive Officer of Swisher Hygiene.
The shares to be sold in the non-brokered private placement are subject to applicable United States
securities law resale restrictions. Swisher Hygiene has agreed to use its commercially reasonable
efforts to file a resale registration statement with the U.S. Securities and Exchange Commission
relating to the shares of common stock to be sold in the private placement. If the registration
statement is not filed or declared effective within specified time periods, the investors will be
entitled to receive liquidated damages in cash equal to one percent of the original offering price
for each share that at such time remains subject to resale restrictions.
The shares of common stock to be sold in the private placement have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This announcement does
not constitute an offer to sell or the solicitation of an offer to buy shares of common stock of
Swisher Hygiene.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this news release, including
any information as to the future financial or operating performance of Swisher Hygiene, constitute
forward-looking information or forward-looking statements within the meaning of certain
securities laws, including the provisions of the Securities Act (Ontario) and are based on the
expectations, estimates and projections of management as of the date of this news release unless
otherwise stated. Forward-looking statements include, but are not limited to, possible events and
statements with respect to possible events. The words plans, expects, is expected,
scheduled, estimates, or believes, or similar words or variations of such words and phrases
or statements that certain actions, events or results may, could, would, might, or will be
taken, occur, and similar expressions identify forward-looking statements.
The forward-looking information set forth in this news release is subject to various assumptions,
risks, uncertainties and other factors that are difficult to predict and which could cause actual
results to differ materially from those expressed or implied in the forward-looking information.
Swisher Hygiene disclaims any intention or obligation to update or revise any forward-looking
statements, except to the extent required by applicable law.
For Further Information, Please Contact:
Swisher Hygiene Inc.
Investor Contact:
Amy Simpson
Phone: (704) 602-7116
Amy Simpson
Phone: (704) 602-7116
Don Duffy, ICR
Phone: (203) 682-8215
Phone: (203) 682-8215
Media Contact:
Alecia Pulman, ICR
Phone: (203) 682-8332
Alecia Pulman, ICR
Phone: (203) 682-8332
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