PARIS, March 10, 2022 /PRNewswire/ -- Sequans
Communications S.A. (NYSE: SQNS) (the "Company" or "Sequans"),
a leading developer and provider of 5G and
4G chips and modules for IoT devices, today announced the
launch of an underwritten public offering of American Depositary
Shares representing its ordinary shares. Each American Depositary
Share represents four ordinary shares of the Company, nominal value
€0.02 per share (the "ADSs"). The Company expects to grant the
underwriters a 30-day option to purchase up to an additional
15% of the ADSs sold in the proposed offering. All ADSs to be
sold in the proposed offering will represent ordinary shares
offered by the Company. The proposed 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. The Company intends to use the net
proceeds from the offering, if completed, for general corporate
purposes, which may include 5G product development.
B. Riley Securities is acting as sole bookrunner for the
offering. Roth Capital Partners is acting as lead manager for the
offering.
The proposed offering is being made pursuant to the Company's
shelf registration statement on Form F-3 (File
No. 333-250122) that was declared effective by the Securities
and Exchange Commission (the "SEC") on November 24, 2020. The ADSs may be offered only
by means of a prospectus. A preliminary prospectus supplement
describing the terms of the proposed offering and the accompanying
base prospectus will be filed with the SEC and will be available on
the SEC's website located at http://www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement and
accompanying prospectus relating to the proposed offering, when
available, may be obtained from B. Riley Securities, Inc.,
Attention: Prospectus Department, 1300 17th St. North, Ste. 1300,
Arlington, VA 22209, or by email
at prospectuses@brileyfin.com, or by telephone at (703) 312-9580.
The final terms of the proposed offering will be disclosed in a
final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, 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, Finland, Hong
Kong, Singapore,
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 proposed public
offering, its expectations with respect to granting the
underwriters a 30-day option to purchase additional ADSs and the
anticipated use of proceeds from the offering. 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, 2020 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.
Disclaimer
This press release 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 that has been prepared in
connection with the offering of the ADSs has been submitted for
clearance to, or approval by, the Autorité des marchés
financiers or 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 and 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 qualified investors
(investisseurs qualifiés) and/or a restricted circle of
investors (cercle restreint d'investisseurs), in each case,
acting for their own account, all as defined in Article 2 of
Regulation (EU) No. 2017/1129 of June 14, 2017, and in
Articles L. 411-2, 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 for in 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.
Contact:
Kim Rogers
kim@haydenir.com
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SOURCE Sequans Communications