TORONTO, ONTARIO, Feb 17, 2009 (MARKET WIRE via COMTEX) —-Novadaq(R: 25.14, -0.9, -3.46%) Technologies Inc. (“Novadaq” or the “Corporation”) (TSX: NDQ: 61.86, -2.85, -4.4%), a developer of real-time imaging and image guidance systems for use in the operating room, announced today that it has entered into an agreement with Fairfax Financial Holdings Limited and certain of its insurance company subsidiaries (“Fairfax”) pursuant to which the Corporation will issue to Fairfax, on a private placement non-brokered basis, US$5.0 million aggregate principal amount of 5% senior unsecured convertible debentures maturing five years from the date of closing. Certain officers and directors of the Corporation will also subscribe for debentures bringing aggregate gross proceeds of US$5,150,000 to the Corporation. The transaction is expected to close on or about February 18, 2009, and is subject to a number of closing conditions.
The debentures are convertible at the option of the holder at any time prior to maturity into common shares of the Corporation at a conversion price equal to the US$ equivalent of Cdn$2.33 (US$1.87) per common share, subject to customary anti-dilution adjustments. The debentures will bear interest at the rate of 5% per annum, payable in arrears in equal semi-annual installments, in cash or, at the option of Novadaq, in additional debentures. On maturity of the debentures, the Corporation has the option of repaying the principal in cash or in common shares at a conversion rate equal to 95% of the weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 trading days ended five trading days preceding the maturity date.