Materialise Announces Proposed Public Offering of 4.0 Million American Depositary Shares (ADSs)
June 09 2021 - 4:17PM
Business Wire
Materialise NV ("Materialise") (NASDAQ: MTLS), a leading
provider of additive manufacturing and medical software and of
sophisticated 3D printing services, announced today that it intends
to commence a registered underwritten public offering of 4.0
million ADSs. Each ADS will represent one ordinary share with no
nominal value per share. Materialise intends to grant the
underwriters a 30-day option to purchase up to an additional
600,000 ADSs. All of the ADSs in the proposed offering are to be
sold by Materialise. The offering is subject to market conditions,
and there can be no assurance as to whether or when the offering
may be completed, or the actual size or terms of the offering.
Materialise’s ADSs are currently listed on the Nasdaq Global
Select Market under the symbol “MTLS”.
J.P. Morgan Securities LLC is acting as sole representative of
the underwriters and J.P. Morgan Securities LLC and Stifel,
Nicolaus & Company, Incorporated are acting as joint
book-running managers for the offering.
The securities described above are being offered by Materialise
pursuant to a shelf registration statement on Form F-3 (No.
333-226006) previously filed by Materialise with the Securities and
Exchange Commission (the “SEC”) and declared effective on
July 6, 2018. The offering will be made only by means of a
prospectus supplement and an accompanying prospectus. A preliminary
prospectus supplement and the accompanying prospectus relating to
the offering will be filed with the SEC and will be available on
the SEC’s website at www.sec.gov. When available, copies of the
prospectus supplement and accompanying prospectus relating to this
offering may be obtained from J.P. Morgan Securities LLC at 1155
Long Island Avenue, Edgewood, New York 11717, or by telephone at
(866) 803-9204, or by email at prospectus-eq_fi@jpmorganchase.com
or from Stifel, Nicolaus & Company, Incorporated at One
Montgomery Street, Suite 3700, San Francisco, California 94104,
Attention: Syndicate, or by telephone at (415) 364-2720, or by
email at syndprospectus@stifel.com.
This press release does not constitute an offer to sell any
securities or the solicitation of an offer to buy any securities,
nor shall there be any sale of these securities in any state or
other 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. Any offer, if at
all, will be made only by means of a prospectus supplement and
accompanying prospectus forming a part of the effective
registration statement.
No public offering will be made and no one has taken any action
that would, or is intended to, permit a public offering in any
country or jurisdiction, other than the United States, where any
such action for such purpose is required, including in Belgium.
The transaction to which this communication relates will only be
available to, and will be engaged in only with, in member states of
the European Economic Area, “qualified investors” within the
meaning of Article 2(e) of the Prospectus Regulation (EU)
2017/1129, as amended (the "Prospectus Regulation"), and in
the United Kingdom, (i) “qualified investors” within the meaning of
Article 2(e) of the Prospectus Regulation" amended and transposed
into the laws of the United Kingdom law by virtue of the European
Union (Withdrawal) Act of 2018 and the European Union (Withdrawal
Agreement) Act 2020 (the UK Prospectus Regulation), (ii)
investment professionals falling within article 19 (5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (iii) persons falling within
article 49 (2), (a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) and (iv) other persons to whom
it may lawfully be communicated. In accordance with the Prospectus
Regulation, no prospectus is required in connection with the
transaction described in this communication.
This communication is not for publication or distribution,
directly or indirectly, in or into any state or jurisdiction into
which doing so would be unlawful. The distribution of this
communication may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdictions. Materialise assumes no responsibility in
the event there is a violation by any person of such restrictions.
The aforementioned offering may be influenced by things such as
market conditions. There is no guarantee that the offering will
occur. This communication does not constitute a recommendation in
relation to the offering or the aforementioned securities.
About Materialise
Materialise incorporates 30 years of 3D printing experience into
a range of software solutions and 3D printing services, which form
the backbone of the 3D printing industry. Materialise’s open and
flexible solutions enable players in a wide variety of industries,
including healthcare, automotive, aerospace, art and design, and
consumer goods, to build innovative 3D printing applications that
aim to make the world a better and healthier place. Headquartered
in Belgium, with branches worldwide, Materialise has combined the
largest group of software developers in the industry with one of
the largest and most complete 3D printing facilities in the
world.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include statements regarding
the proposed underwritten public offering. Such statements are
based on management’s current assumptions and expectations of
future events and are subject to a number of risks and
uncertainties that could cause actual outcomes and results to
differ materially, including: market conditions; Materialise's
ability to satisfy closing conditions related to the proposed
offering; and other risks set forth in Materialise's most recent
Annual Report on Form 20-F, as well as other documents that
Materialise files with the Securities and Exchange Commission,
including the Registration Statement on Form F-3 (File No.
333-226006) for the offering. Investors are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. Materialise disclaims any obligation to
update these forward-looking statements because of new information,
future events or circumstances or other factors.
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version on businesswire.com: https://www.businesswire.com/news/home/20210609005899/en/
Investor Relations Harriet Fried LHA 212.838.3777
hfried@lhai.com
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