ARC Group Worldwide Announces Its Intent to Pursue a Rights Offering
December 08 2017 - 5:00PM
ARC Group Worldwide, Inc. (“ARC” or the “Company”)
(NASDAQ:ARCW), a leading global provider of advanced manufacturing
and metal 3D printing solutions, today announced its intent to
commence a rights offering pursuant to which it plans to raise
approximately $10.0 million through the distribution of
subscription rights and the exercise thereof. The rights will
entitle the security holders to purchase shares of the Company’s
common stock.
The Company has filed with the Securities and Exchange
Commission (the “Commission”) a registration statement under the
Securities Act of 1933, as amended, in order to effect the rights
offering. The rights will be issued to all shareholders as of
a record date to be determined by the Company's Board of
Directors.
This rights offering will be made through a distribution to
shareholders of non-transferable subscription rights. The
Company will allocate to each shareholder, by reference to the
percentage ownership of the Company on the record date, a
proportionate number of the rights offered. The rights
offering subscription price per share will be set at a 10% discount
to the closing price of the Company’s common stock on the record
date, subject to a minimum subscription price of $2.00 per
share. The Company will publicly announce the record date,
subscription price, and maximum number of shares available for
issuance in the rights offering on such date as determined by the
Board of Directors.
The registration statement relating to these securities has been
filed with the Commission, but has not yet become effective. The
rights may not be distributed by the Company nor may the Company
accept any offers to purchase the rights or any shares underlying
the rights prior to the time the registration statement becomes
effective.
Once the registration statement is declared effective, the
subscription period is expected to remain open for 16 days
following the record date. Holders who exercise their
subscription rights in full will be entitled to over-subscribe for
additional shares of common stock, but only to the extent that the
rights offering is undersubscribed. In such event, any shares
remaining available for issuance at the expiration date of the
rights offering shall be allocated pro rata among the shareholders
exercising their oversubscription privileges.
The Company has entered into backstop agreements with certain
existing shareholders, including its majority shareholder Everest
Hill Group Inc. (“Everest Hill”), pursuant to which Everest Hill
and the other backstop purchasers have agreed to purchase, at the
same price per share as the rights offering subscription price, any
and all shares not purchased in the rights offering. No
compensation is being paid to the backstop purchasers. The
gross proceeds from the Company’s offerings are therefore expected
to reach the full $10.0 million objective.
The Company intends to use the proceeds of this offering for
general corporate purposes.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. The rights offering will be made only by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
When available, copies of the prospectus relating to the rights
offering may be obtained from the subscription agent for the
offering:
Broadridge Corporate Issuer Solutions, Inc.Attn: BCIS IWS51
Mercedes WayEdgewood, NY 11717Phone: 855-793-5068
About ARC Group Worldwide, Inc.
ARC Group Worldwide, Inc. is a global advanced
manufacturing and metal 3D printing service provider focused on
accelerating speed to market for its customers. ARC provides
a holistic set of precision manufacturing solutions, from design
and prototyping through full run production. These solutions
include metal injection molding, metal 3D printing, metal stamping,
plastic injection molding, clean room injection molding,
thixomolding, and rapid and conformal tooling. Further, ARC
utilizes technology to improve automation in manufacturing through
robotics, software and process automation, and lean manufacturing
to improve efficiency.
Forward Looking Statements
This press release may contain “forward-looking” statements as
defined in the Private Securities Litigation Reform Act of 1995,
which are based on ARC’s current expectations, estimates and
projections about future events. These include, but are not
limited to, statements, if any, regarding business plans, pro-forma
statements and financial projections, ARC’s ability to expand its
services and realize growth. These statements are not
historical facts or guarantees of future performance, events or
results. Such statements involve potential risks and
uncertainties, and the general effects of financial, economic, and
regulatory conditions affecting our industries. Accordingly,
actual results may differ materially. ARC does not have any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise. For further information on risks and
uncertainties that could affect ARC’s business, financial condition
and results of operations, readers are encouraged to review Item
1A. – Risk Factors and all other disclosures appearing in ARC’s
Form 10-K for the fiscal year ended June 30, 2017, as well as other
documents ARC files from time to time with the Securities and
Exchange Commission.
PHONE: (303) 467-5236Email:
InvestorRelations@ARCW.com
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