REHOVOT, Israel, Oct. 14, 2020 /PRNewswire/ --
Nova (Nasdaq: NVMI), a leader in metrology solutions
for advanced process control used in semiconductor manufacturing,
today announced the pricing of $175
million aggregate principal amount of 0% Convertible Senior
Notes due 2025 (the "Notes") in a private offering (the "Offering")
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The
offering was upsized from the previously announced $150 million aggregate principal amount of the
Notes. In connection with the Offering, Nova has granted the
initial purchasers of the Notes an option to purchase, for
settlement within a 13-day period beginning on, and including, the
date on which the Notes are first issued, up to an additional
$25 million aggregate principal
amount of the Notes. The sale of the Notes to the initial
purchasers is expected to settle on October
16, 2020, subject to customary closing conditions.
The Notes will not bear regular interest, and the principal
amount of the Notes will not accrete. The Notes will mature on
October 15, 2025, unless earlier
repurchased, redeemed or converted in accordance with their terms
prior to such date. The Notes will be convertible based on an
initial conversion rate of 13.4048 ordinary shares of Nova
per $1,000 principal amount of the
Notes (equivalent to an initial conversion price of approximately
$74.60 per share, which represents a
conversion premium of approximately 27.5% to the last reported sale
price of Nova's ordinary shares on The Nasdaq Global Select Market
on October 13, 2020). Prior to the
close of business on the business day immediately preceding
July 15, 2025, the Notes will be
convertible at the option of the holders of the Notes only upon the
satisfaction of specified conditions and during certain periods. On
or after July 15, 2025 until the
close of business on the second scheduled trading day preceding the
maturity date, the Notes will be convertible at the option of the
holders of Notes at any time regardless of these conditions.
Conversions of the Notes will be settled in cash, ordinary shares
of Nova or a combination thereof, with the form of consideration
determined at Nova's election.
Nova may not redeem the Notes prior to October 20, 2023, except in the event of certain
tax law changes. On or after October 20,
2023, Nova may redeem, for cash, all or part of the Notes if
the last reported sale price of its ordinary shares has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which Nova provides notice of the redemption at a
redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid special interest, if any,
to, but excluding, the redemption date.
Holders of the Notes will have the right to require Nova to
repurchase all or a portion of their Notes upon the occurrence of a
fundamental change (as defined in the indenture governing the
Notes) at a cash repurchase price equal to 100% of the principal
amount of the Notes to be
repurchased, plus accrued and unpaid special
interest, if any, to, but excluding, the fundamental change
repurchase date. In connection with certain corporate events or
following Nova's delivery of a notice of redemption, Nova will,
under certain circumstances, increase the conversion rate for a
holder who elects to convert its Notes in connection with such
corporate event or to convert its Notes called for redemption in
connection with such notice of redemption, as the case may be.
When issued, the Notes will be Nova's senior unsecured
obligations and will rank senior in right of payment to any of
Nova's unsecured indebtedness that is expressly subordinated in
right of payment to the Notes; equal in right of payment to any of
Nova's unsecured indebtedness that is not so subordinated;
effectively junior in right of payment to any of Nova's secured
indebtedness to the extent of the value of the assets securing such
indebtedness; and structurally junior to any indebtedness and other
liabilities (including trade payables) of Nova's subsidiaries.
Nova estimates that the net proceeds from the Offering will be
approximately $169.2 million (or
$193.5 million if the initial
purchasers exercise their option to purchase additional Notes in
full), after deducting fees and estimated offering expenses payable
by Nova. Nova intends to use approximately $10.0 million of the net proceeds from the
Offering to repurchase 170,910 of Nova's ordinary shares from
certain purchasers of the Notes in privately negotiated
transactions effected through one or more of the initial purchasers
of the Notes or an affiliate thereof and entered into concurrently
with the pricing of the Notes, which could increase (or reduce the
size of any decrease in) the market price of Nova's ordinary
shares, and could have resulted in a higher effective conversion
price for the Notes. The purchase price per ordinary share in such
repurchase transactions is equal to the last reported sale price of
Nova's ordinary shares on The Nasdaq Global Select Market on
October 13, 2020. Nova may also
use a portion of the net proceeds to acquire complementary
businesses, products, services or technologies. However, Nova has
not entered into any agreements for or otherwise committed to any
specific acquisitions at this time. Nova intends to use any
remaining net proceeds from the Offering for general corporate
purposes. If the initial purchasers exercise their option to
purchase additional Notes, Nova expects to use the net proceeds
from the sale of the additional Notes for general corporate
purposes.
The Notes were offered only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the Notes and the ordinary
shares of Nova potentially issuable upon conversion of the Notes,
if any, have not been, and will not be, registered under the
Securities Act, any state securities laws or the securities laws of
any other jurisdiction, and unless so registered, the Notes and
such shares, if any, may not be offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes (or any ordinary shares of Nova issuable upon
conversion of the Notes) in any state or jurisdiction in which the
offer, solicitation, or sale would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
About Nova:
Nova is a leading innovator and key provider of metrology
solutions for advanced process control used in semiconductor
manufacturing. Nova delivers continuous innovation by providing
state-of-the-art high-performance metrology solutions for effective
process control throughout the semiconductor fabrication lifecycle.
Nova's product portfolio, which combines high-precision hardware
and cutting-edge software, provides its customers with deep insight
into the development and production of the most advanced
semiconductor devices. Nova's unique capability to deliver
innovative X-ray and optical solutions enable its customers to
improve performance, enhance product yields and accelerate time to
market. Nova acts as a partner to semiconductor manufacturers from
its offices around the world.
Nova is traded on the NASDAQ under the symbol NVMI and on the
TASE under the symbol נובה.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to future events or our
future performance, such as statements regarding, but are not
limited to, whether Nova will issue the Notes and the anticipated
use of proceeds from the Offering. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied in those forward-looking statements. Factors that may
affect our results, performance, circumstances or achievements
include, but are not limited to, the following: our dependency on
three product lines; our dependency on a small number of large
customers and small number of suppliers; the highly cyclical and
competitive nature of the markets we target and we operate in; our
inability to reduce spending during a slowdown in the semiconductor
industry; our ability to respond effectively on a timely basis to
rapid technological changes; our dependency on PEMs; risks related
to exclusivity obligations and non-limited liability that may be
included in our commercial agreements and arrangements; our ability
to retain our competitive position despite the ongoing
consolidation in our industry; risks related to our dependence on
our manufacturing facilities; risks related to changes in our order
backlog; risks related to efforts to complete and integrate current
and/or future acquisitions; risks related to worldwide financial
and economic instabilities, including the implications of the
ongoing novel coronavirus (COVID-19) pandemic; risks related to our
intellectual property; new product offerings from our competitors;
unanticipated manufacturing or supply problems; risks related to
government programs we participate in; risks related to taxation;
changes in customer demand for our products; risks related to
currency fluctuations; risks related to technology security threats
, including data breaches, cyberattacks and system disruptions, and
changes in privacy laws; risks related to acquisitions we may
pursue and risks related to our operations in Israel. We cannot guarantee future results,
levels of activity, performance or achievements. The matters
discussed in this press release also involve risks and
uncertainties summarized under the heading "Risk Factors" in Nova's
Annual Report on Form 20-F for the year ended December 31, 2019 filed with the Securities and
Exchange Commission on March 12,
2020. These factors are updated from time to time through
the filing of reports and registration statements with the
Securities and Exchange Commission. Nova Measuring Instruments Ltd.
does not assume any obligation to update the forward-looking
information contained in this press release.
Company Contact:
Dror David, Chief Financial
Officer
Nova Measuring Instruments Ltd.
Tel: +972-73-229-5760
E-mail: info@novami.com
www.novami.com
Investor Relations Contact:
Miri Segal
MS-IR LLC
Tel: +917-607-8654
E-mail: msegal@ms-ir.com
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SOURCE Nova