Mercury Systems Announces Common Stock Offering to Fund a Portion of its Proposed Acquisition of the Embedded Security, RF an...
April 04 2016 - 4:01PM
Mercury Systems, Inc. (NASDAQ:MRCY) (“Mercury” or the “Company”),
today announced that it intends to offer, subject to market and
other conditions, 4,500,000 shares of its common stock pursuant to
an underwritten public offering. In connection with the offering,
Mercury will grant the underwriters an option for 30 days to
purchase up to an additional 15% of the total shares of its common
stock sold in the offering.
The Company intends to use the net proceeds of
the offering to fund a portion of the Company’s proposed
acquisition of the embedded security, RF and microwave, and custom
microelectronics businesses of Microsemi (the “Carve-Out Business”)
pursuant to the previously announced Purchase Agreement dated as of
March 23, 2016 and to pay related expenses and for general
corporate purposes; however, the common stock offering is not
conditioned on the closing of such acquisition of the Carve-Out
Business.
Citigroup Global Markets Inc. and BofA Merrill
Lynch are acting as joint book-running managers and representatives
of the underwriters for the common stock offering. KeyBanc Capital
Markets is also acting as a joint book-running manager for the
common stock offering.
This offering is being made pursuant to an
effective shelf registration statement previously filed with the
U.S. Securities and Exchange Commission (“SEC”) on August 15, 2014,
and a preliminary prospectus supplement filed with the SEC on April
4, 2016, copies of which may be obtained from Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717 or telephone: (800) 831-9146, BofA Merrill Lynch, 222
Broadway, New York, NY 10038, Attn: Prospectus Department or email:
dg.prospectus_requests@baml.com or KeyBanc Capital Markets,
Attention: Prospectus Delivery Department, 127 Public Square, 4th
Floor, Cleveland, OH 44114 or telephone: (800) 859-1783 or through
the SEC’s website at www.sec.gov. Before you invest, you should
read the prospectus in the registration statement and other
documents Mercury has filed with the SEC for more complete
information about Mercury and the offering.
The 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.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities of
Mercury, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to the registration or qualification under the
securities law jurisdiction.
Mercury Systems – Innovation That Matters™
Mercury Systems (NASDAQ:MRCY) is a leading commercial provider
of secure processing subsystems designed and made in the USA.
Optimized for customer and mission success, Mercury’s solutions
power a wide variety of critical defense and intelligence programs.
Headquartered in Chelmsford, Mass., Mercury is pioneering a
next-generation defense electronics business model specifically
designed to meet the industry’s current and emerging technology
needs.
Forward-Looking Safe Harbor
Statement
This press release contains certain forward-looking statements,
as that term is defined in the Private Securities Litigation Reform
Act of 1995, including those relating to the transactions described
herein. You can identify these statements by the use of the words
“may,” “will,” “could,” “should,” “would,” “plans,” “expects,”
“anticipates,” “continue,” “estimate,” “project,” “intend,”
“likely,” “forecast,” “probable,” “potential,” and similar
expressions. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those projected or anticipated. Such risks and uncertainties
include, but are not limited to, continued funding of defense
programs, the timing and amounts of such funding, general economic
and business conditions, including unforeseen weakness in the
Company’s markets, effects of continued geopolitical unrest and
regional conflicts, competition, changes in technology and methods
of marketing, delays in completing engineering and manufacturing
programs, changes in customer order patterns, changes in product
mix, continued success in technological advances and delivering
technological innovations, changes in, or in the U.S. Government’s
interpretation of, federal export control or procurement rules and
regulations, market acceptance of the Company’s products, shortages
in components, production delays or unanticipated expenses due to
performance quality issues with outsourced components, inability to
fully realize the expected benefits from acquisitions and
restructurings, or delays in realizing such benefits, challenges in
integrating acquired businesses and achieving anticipated
synergies, changes to export regulations, increases in tax rates,
changes to generally accepted accounting principles, difficulties
in retaining key employees and customers, unanticipated costs under
fixed-price service and system integration engagements, and various
other factors beyond our control; our ability to complete the other
financing transactions necessary to consummate and fund the
acquisition of the Carve-Out Business; failure to integrate and
achieve expected benefits of the acquisition of the Carve-Out
Business; incurrence of significant expenses to acquire and
integrate the Carve-Out Business; decline in market price of the
Company’s common stock as a result of the acquisition of the
Carve-Out Business; risks relating to the combined company’s
substantial indebtedness following the completion of the
acquisition; delay or failure in completing the acquisition; and
other risks that are described. These risks and uncertainties also
include such additional risk factors as are discussed in the
Company’s filings with the SEC, including its Annual Report on Form
10- K for the fiscal year ended June 30, 2015. The Company cautions
readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made. The Company
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such
statement is made.
Contact:
Gerry Haines, CFO
Mercury Systems, Inc.
978-967-1990
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