VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 10, 2017) -
NOT FOR DISTRIBUTION IN THE UNITED STATES
Aritzia Inc. (TSX:ATZ) ("Aritzia"), an innovative design house and fashion retailer of exclusive brands, announced today that
an investment vehicle managed by Berkshire Partners LLC, a Boston-based private equity firm (the "Berkshire Shareholder"), an
entity controlled by Brian Hill, Aritzia's Founder and Chief Executive Officer (the "Hill Shareholder") and Sweet Park Holdings
Inc., an entity indirectly controlled by Aldo Bensadoun, a director of Aritzia (the "Bensadoun Shareholder" and
together with the Berkshire Shareholder and the Hill Shareholder, the "Selling Shareholders"), have entered into an agreement
with a syndicate of underwriters led by CIBC Capital Markets, BofA Merrill Lynch and TD Securities Inc. (the "Underwriters"),
pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 20,100,000 subordinate
voting shares held by the Selling Shareholders at an offering price of $17.45 per share (the "Offering Price") for total gross
proceeds to the Selling Shareholders of $350,745,000 (the "Offering"). Aritzia will not receive any proceeds from the
Offering.
The Underwriters have also been granted an over-allotment option (the "Over-Allotment Option") to purchase up to an
additional 3,015,000 subordinate voting shares from the Berkshire Shareholder and the Bensadoun Shareholder at the Offering
Price for additional gross proceeds of $52,611,750 if the Over-Allotment Option is exercised in full. The Over-Allotment Option
can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering, which is
expected to occur on or about January 26, 2017 and is subject to certain customary closing conditions.
A preliminary short form prospectus relating to the Offering will be filed by no later than January 12, 2017 with Canadian
securities regulating authorities.
In a separate transaction that is expected to close concurrent with the Offering, a group of employees of Aritzia, not
including Brian Hill, will be selling an aggregate of 1,788,366 subordinate voting shares, on a block trade basis, at the
Offering Price for total gross proceeds of $31,206,987 (the "Concurrent Block Trade"). The Concurrent Block Trade is expected to
close on or about January 26, 2017. The completion of the Offering is not conditional upon the completion of the Concurrent Block
Trade.
Upon completion of the Offering and the Concurrent Block Trade and assuming no exercise of the Over-Allotment Option, the
Berkshire Shareholder and its affiliates and the Hill Shareholder will, directly or indirectly, own or control approximately
28.7% and 22.6%, respectively, of the issued and outstanding subordinate voting shares and multiple voting shares (collectively,
the "Shares"), and approximately 51.1% and 40.2%, respectively, of the voting power attached to all of the Shares. As a result,
the Hill Shareholder will have met its previously disclosed long-term target equity ownership of between 20% to 25% of the
aggregate issued and outstanding Shares.
In connection with the Offering, Aritzia will release certain optionholders from lock-up arrangements in order to permit the
employee group to complete the Concurrent Block Trade. Aritzia will also release from lock-up certain other employees in order to
permit them to sell up to an aggregate of 968,210 subordinate voting shares following completion of the Offering, provided the
market price of Aritzia subordinate voting shares is at or above the Offering Price at the time of such sale.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The
subordinate voting shares have not been registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the
United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from
the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not
constitute an offer to sell or a solicitation of an offer to buy any securities of Aritzia in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Aritzia
Aritzia is an innovative design house and fashion retailer of exclusive brands. We design apparel and accessories for our
collection of exclusive brands and sell them under the Aritzia banner. Our expansive and diverse range of women's fashion apparel
and accessories addresses a broad range of style preferences and lifestyle requirements. We are well known and deeply loved by
our customers in Canada with growing customer awareness and affinity in the United States and outside of North America. We aim to
delight our customers through an aspirational shopping experience and exceptional customer service that extends across our more
than 75 retail stores and eCommerce business, aritzia.com.
About Berkshire Partners
Berkshire Partners, a Boston-based investment firm, has made over 115 investments since its founding in 1986 through nine
private equity funds with more than $16 billion in aggregate capital. Berkshire has developed industry experience in several
areas including consumer and retail, communications, business services, industrials and healthcare. Berkshire has a long history
of partnering with management teams to build market leading growth companies. Prior investments in the retail sector include Bare
Escentuals, Carter's and Party City.
Forward-Looking Information
Certain information in this press release, including statements relating to the closing date of the Offering, the completion
of the Concurrent Block Trade, the release by Aritzia of certain employees from lock-up arrangements with the Company in order to
facilitate the sale by such employees of subordinate voting shares following the completion of the Offering, and the exercise by
the Underwriters of the Over-Allotment Option, constitutes forward-looking information. In some cases, but not necessarily in all
cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any
statements that refer to expectations, projections or other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking information are not historical facts but instead represent
management's expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered
reasonable by Aritzia as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking information, including but not limited to the factors described in
greater detail under the "Risk Factors" sections of the management's discussion and analysis of financial condition and results
of operations of Aritzia for the 13- and 39-week periods ended November 27, 2016 and November 29, 2015 and the long form
prospectus of Aritzia dated September 26, 2016, each available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could
affect Aritzia; however, these factors should be considered carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. In particular, the closing of the Offering is subject to customary closing conditions and
there can be no assurance that all such conditions will be satisfied. The forward-looking statements contained in this press
release are made as of the date of this press release, and Aritzia expressly disclaims any obligation to update or alter
statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law.