Mercury Systems, Inc. (NASDAQ:MRCY) (“Mercury” or the “Company”),
today announced that it intends to offer, subject to market and
other conditions, 5,000,000 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 750,000 of the total shares of its
common stock sold in the offering.
The Company intends to use the net proceeds of the
offering for general corporate purposes, including future
acquisitions, refinancing or repayment of debt, working capital,
share repurchases or capital expenditures.
Citigroup Global Markets Inc., BofA Merrill Lynch
and J.P. Morgan Securities LLC are acting as representatives of the
underwriters 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
January 24, 2017, 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, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte, NC 28255-0001, Attn: Prospectus Department or email:
dg.prospectus_requests@baml.com, or J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, or telephone: (866) 803-9204, or through the SEC’s
website at www.sec.gov. A final prospectus supplement
relating to the offering will also be filed with the SEC and, when
available, may be obtained by contacting the parties above. 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 sensor and mission processing
subsystems. Optimized for customer and mission success, Mercury’s
solutions power a wide variety of critical defense and intelligence
programs. 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, increases in interest rates, 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; 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 U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended June 30, 2016. 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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