Sequans Communications S.A. Announces Launch of Public Secondary Offering of American Depositary Shares
December 07 2020 - 4:05PM
Business Wire
Sequans Communications S.A. (NYSE: SQNS), (“Sequans” or the
“Company”), a leading developer and provider of 5G and 4G chips and
modules for IoT devices, today announced the launch of an
underwritten public secondary offering of its American Depositary
Shares (the “ADSs”). Each ADS represents four ordinary shares of
the Company, nominal value €0.02 per share. The ADSs to be sold in
the proposed offering will be offered by Nokomis Capital Master
Fund, LP (“Nokomis”) and will be issued pursuant to the conversion
of $12.4 million in principal and accrued paid-in-kind interest of
Sequans’ convertible notes. The Company expects to grant the
underwriters a 30-day option to purchase up to an additional 15% of
the number of ADSs sold by Nokomis in the proposed offering to
cover over-allotments, if any. 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 over-allotment option, if exercised, for general
corporate purposes, including the payment of certain expenses
associated with the secondary offering.
B. Riley Securities is acting as sole bookrunner 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
(“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, 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 the proposed secondary 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 over-allotment option, if any. 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, 2019 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
The announcement 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 has been
prepared in connection with the offering of the ADSs that has been
approved by the Autorité des marchés financiers or by 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 or 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 persons licensed to provide the
investment service of portfolio management for the account of third
parties, qualified investors (investisseurs qualifiés) and/or
restricted circle of investors (cercle restreint d’investisseurs),
in each case investing for their own account, all as defined in
Articles L. 411-2, D. 411-1, 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 by 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201207005929/en/
Media Relations: Kimberly Tassin, +1.425.736.0569,
Kimberly@sequans.com Investor Relations: Claudia Gatlin, +1
212.830.9080, Claudia@sequans.com
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