HOLON, Israel, Oct. 13, 2020 /PRNewswire/ -- Sapiens
International Corporation N.V. (Nasdaq: SPNS) (TASE: SPNS)
("Sapiens"), a leading global provider of software solutions for
the insurance industry, announced today the commencement of a
proposed underwritten public offering of $100.0 million of its common shares. Sapiens
intends to grant the underwriters a 30-day option to purchase up to
an additional $15.0 million of its
common shares. All of the shares in the proposed offering are to be
sold by Sapiens.
Sapiens intends to use the net proceeds from the proposed
offering for general corporate purposes, which may include, among
other things, acquisitions or investments in companies, products or
technologies and additions to working capital. However, Sapiens has
not entered into any agreements for, or otherwise committed to, any
specific acquisitions at this time.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
Citigroup Global Markets Inc. and Jefferies LLC are acting as
the representatives of the underwriters and as joint book-running
managers for the proposed offering. Needham & Company, LLC and
William Blair & Company, L.L.C.
are acting as co-managers for the proposed offering.
The proposed offering is subject to market conditions, and there
can be no assurance as to whether or when the proposed offering may
be completed, or as to the actual size or terms of the proposed
offering.
The securities described above are being offered solely pursuant
to an effective shelf registration statement (including a
prospectus) that was filed with the U.S. Securities and Exchange
Commission (the "SEC") on July 11,
2019. This offering will be made only by means of a
prospectus supplement and the accompanying prospectus which forms a
part of the effective shelf registration statement.
Before you invest, you should read the prospectus included in
the registration statement, the preliminary prospectus supplement
and the other documents Sapiens has filed or will file with the
Securities and Exchange Commission (the "SEC") for more complete
information about Sapiens and the proposed offering. You may obtain
these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the preliminary prospectus
supplement, when available, and the accompanying base prospectus
relating to the proposed offering may be obtained from Goldman
Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street,
New York, New York 10282, or by
telephone: (866) 471-2526, facsimile: (212) 902-9316 or via email:
prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by
telephone: (866) 803-9204 or via email:
prospectus-eq_fi@jpmchase.com; Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, via
telephone: 1-800-831-9146 or via email prospectus@citi.com; and
Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520
Madison Avenue, 2nd Floor, New York,
NY 10022; by phone at (877) 821-7388; or by e-mail at
Prospectus_Department@Jefferies.com.
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 Sapiens
Sapiens International Corporation N.V. empowers insurers to
succeed in an evolving industry. The company offers digital
software platforms, solutions and services for the property &
casualty, life, pension & annuity, reinsurance, financial &
compliance, workers' compensation and financial markets. With more
than 35 years of experience delivering to over 500 organizations
globally, Sapiens has a proven ability to satisfy customers' core,
data and digital requirements.
Forward-Looking Statements
Some of the statements in this press release may constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities and
Exchange Act of 1934 and the United States Private Securities
Litigation Reform Act of 1995. Words such as "will," "expects,"
"believes" and similar expressions are used to identify these
forward-looking statements (although not all forward-looking
statements include such words). These forward-looking statements,
which may include, without limitation, statements relating to
expectations regarding the size, completion and timing of the
proposed offering, are made on the basis of management's current
views and assumptions with respect to future events. Any
forward-looking statement is not a guarantee of future performance
and actual results could differ materially from those contained in
the forward-looking statement. There are important factors that
could cause Sapiens' actual results to differ materially from the
results expressed or implied by the forward-looking statements,
including, but not limited to risks associated with market
conditions; the satisfaction of customary closing conditions
related to the proposed offering; the COVID-19 (coronavirus)
pandemic, which may last longer than expected and materially
adversely affect Sapiens' results of operations; the degree of
Sapiens' success in Sapiens' plans to leverage Sapiens' global
footprint to grow Sapiens' sales; the degree of Sapiens' success in
integrating the companies that Sapiens has acquired through the
implementation of Sapiens' M&A growth strategy; the lengthy
development cycles for Sapiens' solutions, which may frustrate
Sapiens' ability to realize revenues and/or profits from Sapiens'
potential new solutions; Sapiens' lengthy and complex sales cycles,
which do not always result in the realization of revenues; the
degree of Sapiens' success in retaining Sapiens' existing customers
or competing effectively for greater market share; difficulties in
successfully planning and managing changes in the size of Sapiens'
operations; the frequency of the long-term, large, complex projects
that Sapiens performs that involve complex estimates of project
costs and profit margins, which sometimes change mid-stream; the
challenges and potential liability that heightened privacy laws and
regulations pose to Sapiens' business; occasional disputes with
clients, which may adversely impact Sapiens' results of operations
and Sapiens' reputation; various intellectual property issues
related to Sapiens' business; potential unanticipated product
vulnerabilities or cybersecurity breaches of Sapiens' or Sapiens'
customers' systems; risks related to the insurance industry in
which Sapiens' clients operate; risks associated with Sapiens'
global sales and operations, such as changes in regulatory
requirements, wide-spread viruses and epidemics like the recent
novel coronavirus outbreak, or fluctuations in currency exchange
rates; and risks related to Sapiens' principal location in
Israel and Sapiens' status as a
Cayman Islands company.
While Sapiens believes such forward-looking statements are based
on reasonable assumptions, should one or more of the underlying
assumptions prove incorrect, or these risks or uncertainties
materialize, Sapiens' actual results may differ materially from
those expressed or implied in this press release. Other important
factors that could cause actual results, performance or
achievements to differ materially from those contemplated in this
press release can be found under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Sapiens' Annual Report on Form 20-F for
the year ended December 31, 2019,
under the caption "Risk Factors" in the prospectus supplement
relating to this offering (when available) and in subsequent
reports and registration statements filed from time to time with
the Securities and Exchange Commission.
You should not rely upon forward-looking statements as
predictions of future events and there can be no assurance that
Sapiens will be able to complete the proposed offering on the
anticipated terms, or at all. Although Sapiens believes that the
expectations reflected in the forward-looking statements are
reasonable, Sapiens cannot guarantee that future results, levels of
activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or will occur. Except
as required by law, Sapiens' undertakes no obligation to update
publicly any forward-looking statements for any reason after the
date of this annual report, to conform these statements to actual
results or to changes in Sapiens' expectations.
Investors and Media Contact:
Kimberly
Rogers
Hayden IR
Office: 385-831-7337
US Mobile: 541-904-5075
SPNS@HaydenIR.com
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SOURCE Sapiens International Corporation