Materialise Announces Pricing of Public Offering of 4.0 Million American Depositary Shares (ADSs)
June 10 2021 - 3:09AM
Materialise NV (“Materialise”) (NASDAQ:
MTLS),
a leading provider of additive manufacturing
and medical software and of sophisticated 3D printing services,
announced today the pricing of its registered underwritten public
offering of 4.0 million ADSs at a public offering price
of US$24.00 per ADS. Each ADS will represent one ordinary
share with no nominal value per share.
Materialise’s ADSs are currently listed on the Nasdaq Global
Select Market under the symbol “MTLS”.
The offering is expected to close on June 14, 2021, subject
to the satisfaction of customary closing conditions. The Company
has granted the underwriters a 30-day option to purchase up to an
additional 600,000 ADSs at the public offering price, less the
underwriting discount, to cover over-allotments, if any.
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 final 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 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.
View source version on businesswire.com: [•]
Source: Materialise
Investor Relations Harriet Fried LHA 212.838.3777
hfried@lhai.com
Bram Smits
Materialise
investors@materialise.com
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