Descartes Announces Pricing of Public Offering
June 26 2014 - 10:00PM
Descartes Systems Group ("Descartes") (TSX:DSG) (Nasdaq:DSGX), a
global leader in uniting logistics-intensive businesses in
commerce, today announced the pricing of its public offering of
Common Shares in the United States and Canada. Descartes will offer
9,500,000 Common Shares at a price of US $13.50 per Common Share,
for gross proceeds of US $128,250,000. The underwriters also
have the option, exercisable at any time not later than the 30th
day after the filing of the final prospectus supplement, to
purchase up to 1,425,000 additional Common Shares on the same terms
and conditions, to cover their over-allocation position, if any. If
the option is exercised in full, gross proceeds of the offering
will be US $147,487,500. The offering is scheduled to close on July
2, 2014, subject to customary closing conditions and approval by
the Toronto Stock Exchange.
Descartes intends to use the net proceeds of the offering for
general corporate purposes, including as an available source of
funding for potential future acquisition opportunities, as well as
for possible repayment of outstanding indebtedness under its
revolving debt facility.
The offering is being made through an underwriting group co-led
by Morgan Stanley, Barclays and GMP Securities L.P., who are acting
as joint book-running managers of the offering and as
representatives of the underwriters, which include Canaccord
Genuity Inc., Raymond James Ltd., TD Securities Inc. and William
Blair.
The offering is being conducted in the United States pursuant to
a supplement to Descartes' effective shelf registration statement
filed with the United States Securities and Exchange Commission
(the "SEC") and in Canada pursuant to a supplement to Descartes'
short form base shelf prospectus filed with the securities
regulatory authorities in each of the provinces of Canada, other
than Quebec. Copies of the shelf registration statement and
supplement and/or short form base shelf prospectus and supplement,
in each case relating to the offering, may be obtained by visiting
the SEC's website at www.sec.gov, on SEDAR at www.sedar.com or
from: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor,
New York, NY 10014, Attn: Prospectus Department; Barclays Capital
Inc., Prospectus Department, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at
(888) 603-5847, or by email at Barclaysprospectus@broadridge.com;
or GMP Securities L.P., 145 King Street West, Suite 300, Toronto ON
M5H 1J8, or by email at ecm@gmpsecurities.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall 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.
About Descartes
Descartes is a global leader in uniting logistics-intensive
businesses. Descartes has over 173,000 parties using its
cloud-based services. Customers use our modular,
software-as-a-service solutions to route, schedule, track and
measure delivery resources; plan, allocate and execute shipments;
rate, audit and pay transportation invoices; file customs and
security documents for imports and exports; and complete numerous
other logistics processes by participating in the world's largest,
collaborative multi-modal logistics community. Our headquarters are
in Waterloo, Ontario, Canada and we have offices and partners
around the world.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking information within the
meaning of applicable securities laws ("forward-looking
statements") including statements regarding the public offering,
the terms of the offering, the closing of the offering and expected
date thereof, the proposed use of proceeds, the underwriters, and
the availability of the shelf registration statement and supplement
and/or short form base shelf prospectus and supplement. Such
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, performance or achievements to differ materially
from the anticipated results, performance or achievements or
developments expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, market
conditions, regulatory approvals and the factors and assumptions
discussed in the sections entitled "Risk Factors" in the short form
base shelf prospectus and the prospectus supplement, as well as the
section entitled, "Certain Factors That May Affect Future Results"
in documents filed with the SEC, the Ontario Securities Commission
and other securities regulatory authorities across Canada,
including Descartes' interim management's discussion and analysis
for the three months ended April 30, 2014. If any such risks
actually occur, they could materially adversely affect our
business, financial condition or results of operations. In that
case, the trading price of our common shares could decline, perhaps
materially. Readers are cautioned not to place undue reliance upon
any such forward-looking statements, which speak only as of the
date made. Forward-looking statements are provided for the purpose
of providing information about management's current expectations
and plans relating to the future. Readers are cautioned that such
information may not be appropriate for other purposes. We do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in our expectations or any change in events,
conditions or circumstances on which any such statement is based,
except as required by law.
CONTACT: Descartes Investor Contact
Laurie McCauley
(519) 746-6114 x202358
investor@descartes.com
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