Sequans Communications S.A. (NYSE: SQNS), (“Sequans” or the
“Company”), a leading developer and provider of 5G and 4G chips and
modules for IoT devices, today announced the pricing of an
underwritten public offering of 4,854,369 American Depositary
Shares (“ADSs”), representing 19,417,476 ordinary shares, at a
price of $5.15 per ADS, in an underwritten public offering under an
effective shelf registration statement filed with the Securities
and Exchange Commission (the “SEC”). The Company has also granted
to the underwriters a 30-day option to acquire an additional
728,155 ADSs to cover overallotments, if any, in connection with
the offering. After deducting the underwriting discount and
estimated offering expenses payable by the Company, the Company
expects to receive net proceeds of approximately $23.1 million,
assuming no exercise of the overallotment option. The Company
intends to use the net proceeds from the offering for general
corporate purposes. The offering is expected to close on May 14,
2020, subject to customary closing conditions. Upon the closing of
the offering, Sequans will terminate its At Market Issuance Sales
Agreement, dated March 31, 2020.
B. Riley FBR, Inc. is acting as the sole book-running manager of
the offering, and Roth Capital Partners, LLC is acting as the lead
manager.
The ADSs described above are being offered by Sequans pursuant
to a shelf registration statement on Form F-3 (File No.
333-221919), including a base prospectus, previously filed with,
and subsequently declared effective, by the SEC on December 22,
2017. The ADSs may be offered only by means of a prospectus. A
preliminary prospectus supplement and accompanying base prospectus
relating to the offering was filed with the SEC on May 11, 2020 and
a final prospectus supplement and accompanying base prospectus
relating to the offering will be filed with the SEC and will be
available on the SEC’s website at www.sec.gov. Copies of the final
prospectus supplement and accompanying base prospectus relating to
this offering may also be obtained, when available, by contacting
B. Riley FBR, Inc., Attention: Prospectus Department, 1300 17th St.
North, Ste. 1300, Arlington, VA 22209, or by email at
prospectuses@brileyfbr.com, or by telephone at (703) 312-9580.
Before you invest, you should read the final prospectus supplement
and the accompanying base prospectus and other documents Sequans
has filed or will file with the SEC for more complete information
about Sequans and the offering.
Concurrently with the underwritten public offering of 4,854,369
ADSs, the Company will place 428,869 ADSs in a private placement
with Bpifrance Participations (“BPI”) at a price of $5.15 per ADS.
The issuance of ADSs to BPI will fully satisfy the shareholder loan
from BPI in the amount of $2.2 million which the Company received
in April 2020.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Sequans Communications
Sequans Communications S.A. (NYSE: SQNS) is a leading developer
and provider of 5G and 4G chips and modules for IoT devices. For
5G/4G massive IoT applications, Sequans provides a comprehensive
product portfolio based on its flagship Monarch LTE-M/NB-IoT and
Calliope Cat 1 chip platforms, featuring industry-leading low power
consumption, a large set of integrated functionalities, and global
deployment capability. For 5G/4G broadband and critical IoT
applications, Sequans offers a product portfolio based on its
Cassiopeia 4G Cat 4/Cat 6 and high-end Taurus 5G chip platforms,
optimized for low-cost residential, enterprise, and industrial
applications. Founded in 2003, Sequans is based in Paris, France
with additional offices in the United States, United Kingdom,
Israel, Hong Kong, Singapore, Sweden, Taiwan, South Korea, and
China.
Forward-Looking Statements
This press release contains forward-looking statements (within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended).
Words such as “anticipate,” “believe,” “expect,” “intend,” “may,”
“will,” and similar expressions are intended to identify
forward-looking statements. The forward-looking statements in this
press release include statements about the Company’s expectations
regarding the completion of its public offering and private
placement and the anticipated use of proceeds from the offering and
the private placement. These statements involve risks, estimates,
assumptions and uncertainties that could cause actual results to
differ materially from those expressed in these statements,
including, among others, risks and uncertainties associated with
market conditions and the satisfaction of customary closing
conditions related to the proposed offering, as well as risks and
uncertainties associated with the Company’s business and finances
in general. In addition, please refer to the risk factors contained
in the Company’s Form 20-F for the fiscal year ended December 31,
2019 and other SEC filings available at www.sec.gov. Given these
risks and uncertainties, readers are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of
the date on which they are made. The Company undertakes no
obligation to update or revise any forward-looking statements for
any reason, except as required by law.
SOURCE: Sequans Communications S.A.
Disclaimer
The announcement is for information purposes only and does not,
and shall not, in any circumstances, constitute a public offering
by Sequans, nor a solicitation of an offer to subscribe for
securities in any jurisdiction outside the United States, including
France. No prospectus (including any amendment, supplement or
replacement thereto) or any other offering material has been
prepared in connection with the offering of the ADSs that has been
approved by the Autorité des marchés financiers or by the competent
authority of another State that is a contracting party to the
Agreement on the European Economic Area and notified to the
Autorité des marchés financiers; no ADSs have been offered or sold
nor will be offered or sold, directly or indirectly, to the public
in France; the prospectus or any other offering material relating
to the ADSs have not been distributed or caused to be distributed
and will not be distributed or caused to be distributed to the
public in France; such offers, sales and distributions have been
and shall only be made in France to persons licensed to provide the
investment service of portfolio management for the account of third
parties, qualified investors (investisseurs qualifiés) and/or
restricted circle of investors (cercle restreint d’investisseurs),
in each case investing for their own account, all as defined in
Articles L. 411-2, D. 411-1, D. 411-4, D.744-1, D.754-1 and D.
764-1 of the French Code monétaire et financier. The direct or
indirect distribution to the public in France of any so acquired
ADSs may be made only as provided by Articles L. 411-1, L. 411-2,
L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et
financier and applicable regulations thereunder. This communication
does not constitute an offer or invitation to subscribe for or to
purchase any of the ADSs and neither this communication nor
anything herein shall form the basis of any contract or commitment
whatsoever. Any contact with potential qualified investors in
France does not and will not constitute financial and banking
solicitation (démarchage bancaire et financier) as set forth in
Articles L. 341-1 and seq. of the French Code monétaire et
financier.
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version on businesswire.com: https://www.businesswire.com/news/home/20200512005422/en/
Media Relations: Kimberly Tassin, +1.425.736.0569,
Kimberly@sequans.com Investor Relations: Claudia Gatlin, +1
212.830.9080, Claudia@sequans.com
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