HOLON, Israel, Oct. 16, 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 pricing of an
underwritten public offering of 3,389,830 of its common shares at a
public offering price of $29.50 per
share, before underwriting discounts and commissions. Sapiens
has also granted the underwriters a 30-day option to purchase up to
an additional 508,474 common shares at the public offering price,
less underwriting discounts and commissions. All of the shares in
the offering are to be sold by Sapiens. The offering is expected to
close on October 20, 2020, subject to
customary closing conditions.
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Sapiens intends to use the net proceeds from the 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 offering. Needham & Company, LLC and
William Blair & Company, L.L.C.
are acting as co-managers for the 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 is being 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 preliminary prospectus
supplement relating to the offering, which was filed with the SEC
on October 13, 2020, and the
prospectus included in the registration statement, which are
available on the SEC's website at http://www.sec.gov. A final
prospectus supplement relating to the offering will be filed with
the SEC and will be available on the SEC's website at
http://www.sec.gov. Copies of the final prospectus supplement and
accompanying base prospectus relating to this offering may be
obtained, when available, 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 LL, 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 completion and timing of the 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
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 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: +1 385-831-7337
US Mobile: 541-904-5075
SPNS@HaydenIR.com
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SOURCE Sapiens International Corporation