Mercury Systems, Inc. (NASDAQ: MRCY) (“Mercury” or the “Company”),
today announced that it intends to offer, subject to market and
other conditions, 5,000,000 shares of its common stock pursuant to
an underwritten public offering. In connection with the offering,
Mercury will grant the underwriters an option for 30 days to
purchase up to an additional 750,000 shares of its common
stock.
The Company intends to use the net proceeds of the offering for
general corporate purposes, including future acquisitions,
refinancing or repayment of debt, capital expenditures, working
capital or share repurchases.
Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC are acting as joint lead book-running managers and
representatives of the underwriters for the common stock
offering.
This offering is being made pursuant to an effective shelf
registration statement on Form S-3ASR (File No. 333-220205)
previously filed with the U.S. Securities and Exchange Commission
(“SEC”) on August 28, 2017, and a preliminary prospectus supplement
filed with the SEC on May 20, 2019, copies of which may be obtained
from Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or telephone: (800) 831-9146,
Goldman Sachs & Co. LLC, Prospectus Department, 200 West
Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile:
212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com, or
J.P.Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or telephone: (866)
803-9204, or through the SEC's website at www.sec.gov. A
final prospectus supplement relating to the offering will also be
filed with the SEC and, when available, may be obtained by
contacting the parties above. Before you invest, you should read
the prospectus in the registration statement and other documents
Mercury has filed with the SEC for more complete information about
Mercury and the offering.
The offering is subject to market and other conditions and there
can be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of Mercury, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities law
jurisdiction.
Mercury Systems – Innovation That Matters®
Mercury Systems (NASDAQ:MRCY) is a leading commercial provider
of secure sensor and safety-critical mission processing subsystems.
Optimized for customer and mission success, Mercury’s solutions
power a wide variety of critical aerospace, defense and
intelligence programs. Headquartered in Andover, Mass., Mercury is
pioneering a next-generation defense electronics business model
specifically designed to meet the industry’s current and emerging
technology and business needs.
Forward-Looking Safe Harbor
StatementThis press release contains certain
forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995, including those relating
to offering described herein. You can identify these statements by
the use of the words “may,” “will,” “could,” “should,” “would,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,”
“project,” “intend,” “likely,” “forecast,” “probable,” “potential,”
and similar expressions. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated. Such risks and
uncertainties include, but are not limited to, the uncertainties
related to market conditions and the completion of the public
offering on the anticipated terms, or at all, continued funding of
defense programs, the timing and amounts of such funding, general
economic and business conditions, including unforeseen weakness in
the Company’s markets, effects of any U.S. Federal government
shutdown or extended continuing resolution, effects of continued
geopolitical unrest and regional conflicts, competition, changes in
technology and methods of marketing, delays in completing
engineering and manufacturing programs, changes in customer order
patterns, changes in product mix, continued success in
technological advances and delivering technological innovations,
changes in, or in the U.S. Government’s interpretation of, federal
export control or procurement rules and regulations, market
acceptance of the Company's products, shortages in components,
production delays or unanticipated expenses due to performance
quality issues with outsourced components, inability to fully
realize the expected benefits from acquisitions and restructurings,
or delays in realizing such benefits, challenges in integrating
acquired businesses and achieving anticipated synergies, increases
in interest rates, changes to cyber-security regulations and
requirements, changes in tax rates or tax regulations, changes to
interest rate swaps or other cash flow hedging arrangements,
changes to generally accepted accounting principles, difficulties
in retaining key employees and customers, unanticipated costs under
fixed-price service and system integration engagements, and various
other factors beyond our control. These risks and uncertainties
also include such additional risk factors as are discussed in the
Company's filings with the U.S. Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended
June 30, 2018. The Company cautions readers not to place undue
reliance upon any such forward-looking statements, which speak only
as of the date made. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances
after the date on which such statement is made.
Contact:Michael D. Ruppert, CFOMercury Systems,
Inc.978-967-1990
Mercury Systems and Innovation that Matters are registered
trademarks of Mercury Systems, Inc. Other product and company names
mentioned may be trademarks and/or registered trademarks of their
respective holders.
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