Regulatory News:
Eurofins Scientific (Paris:ERF)
This document is not for release,
publication or distribution (directly or indirectly) in or to the
United States of America, Canada, Australia or Japan. It is not an
offer of securities for sale in or into the United States, Canada,
Australia or Japan.
This document is not an offer of securities
for sale in the United States. The shares to which this document
relates have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities
Act. There will not be a public offering of shares in the United
States.
Eurofins Scientific (EUFI.PA), the global leader in
bio-analytical testing, announces the launch of a non-documented
placement of approximately 1 million new ordinary shares by way of
an accelerated book building offering to institutional investors
(“the “Placement”). The new ordinary shares would represent circa
6.5% of the existing pre-money issued capital.
Other than stock options and warrants for its staff and
management, this would be the first issue of shares since October
2000 (15 years ago). Eurofins’ leadership is committed to
maximizing return on equity for its shareholders and limiting
dilution.
The purpose of the Placement is to optimize Eurofins’ capital
structure and to be able to respond swiftly and efficiently to
strategic, value-enhancing opportunities. This should increase
Eurofins’ strategic options going forward, as well as the Group’s
ability to generate value for its shareholders. The Group’s
management intends to invest the proceeds with the same disciplined
approach that it has employed in the past, with the objective to
create higher earnings per share (EPS) than the dilution impact
from the new issuance.
BNP Paribas, Deutsche Bank AG, London Branch, and JP Morgan
Securities plc are acting as joint book-runners for the
Placement.
Books will open immediately and Eurofins reserves the right to
close the books at any time. The settlement-delivery and the
admission of the new shares on Euronext Paris (on the same line as
Eurofins’ existing shares (ISIN code FR0000038259) should occur on
the 14th of December, 2015.
The Company agreed a lock-up undertaking for a period of 90
calendar days subject to certain exceptions. Should there be any
issue, offer, sale or transfer of shares within these 90 days in
connection with an M&A transaction or a strategic or commercial
partnership, the lock-up will be transferred to any third party who
would receive Eurofins shares under such circumstances.
Eurofins Scientific is controlled by the Martin family who holds
c.42% of the Company’s share capital and c.59% of the voting
rights. The Martin family holding will be diluted as a result of
the share issue as it is not participating in the offering. The
Martin family nevertheless reiterates its ongoing commitment to the
company.
There will be no prospectus related to the admission of these
new shares to trading.
For more information, please visit
www.eurofins.com
Notes for the editor:Eurofins – a global leader in
bio-analysisEurofins Scientific is the world leader in food,
environment and pharmaceutical products testing. It is also one of
the global market leaders in agroscience, genomics, discovery
pharmacology and central laboratory services. In addition, Eurofins
is one of the key emerging players in specialty clinical diagnostic
testing in Europe and the USA.
With 20,000 staff in around 200 laboratories across 39
countries, Eurofins offers a portfolio of over 130,000 reliable
analytical methods for evaluating the safety, identity,
composition, authenticity, origin and purity of biological
substances and products, as well as for innovative clinical
diagnostic. The Group provides its customers with high-quality
services, accurate results on time and expert advice by its highly
qualified staff.
Eurofins is committed to pursuing its dynamic growth strategy by
expanding both its technology portfolio and its geographic reach.
Through R&D and acquisitions, the Group draws on the latest
developments in the field of biotechnology and analytical chemistry
to offer its clients unique analytical solutions and the most
comprehensive range of testing methods.
As one of the most innovative and quality oriented international
players in its industry, Eurofins is ideally positioned to support
its clients’ increasingly stringent quality and safety standards
and the expanding demands of regulatory authorities around the
world.
The shares of Eurofins Scientific are listed on the Euronext
Paris Stock Exchange (ISIN FR0000038259, Reuters EUFI.PA, Bloomberg
ERF FP).
Important disclaimerThis press release contains
forward-looking statements and estimates that involve risks and
uncertainties. The forward-looking statements and estimates
contained herein represent the judgement of Eurofins Scientific’
management as of the date of this release. These forward-looking
statements are not guarantees for future performance, and the
forward-looking events discussed in this release may not occur.
Eurofins Scientific disclaims any intent or obligation to update
any of these forward-looking statements and estimates. All
statements and estimates are made based on the information
available to the Company’s management as of the date of
publication, but no guarantee can be made as to their validity.
This document and the information contained herein is not for
publication or distribution into the United States of America and
should not be distributed or otherwise transmitted into the United
States or to U.S. persons (as defined in the U.S. Securities Act of
1933, as amended (the “Securities Act”)) or publications with a
general circulation in the United States.
This press release does not, and shall not, in any
circumstances, constitute a public offering nor an invitation in
any jurisdiction in connection with any offer.
This press release has been prepared on the basis that any offer
of the new shares in any Member State of the European Economic Area
("EEA") which has implemented the Prospectus Directive
(2003/71/EC), and in particular in the Grand Duchy of Luxembourg
and France, (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a
prospectus. Accordingly any person making or intending to make any
offer in that Relevant Member State of securities which are the
subject of the placement contemplated in this press release may
only do so in circumstances in which no obligation arises for
Eurofins Scientific or any of the Joint Bookrunners to publish a
prospectus pursuant to Article 3 of the Prospectus Directive, as
amended, in relation to such offer. Neither Eurofins Scientific nor
the Joint Bookrunners have authorized, nor do they authorize, the
making of any offer of the new shares in circumstances in which an
obligation arises for Eurofins Scientific or any of the Joint
Bookrunners to publish prospectus for such offer.
This press release is only being distributed to, and is only
directed at, persons in the United Kingdom that (i) are “investment
professionals” falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This press release is directed only at relevant persons
and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this press release relates is available only to relevant persons
and will be engaged in only with relevant persons.
This press release is an advertisement and not a prospectus for
the purposes of applicable measures implementing Directive
2003/71/EC, as amended.
This press release is not an offer of securities for sale nor
the solicitation of an offer to purchase securities in the United
States of America or any other jurisdiction. Securities may not be
offered or sold in the United States of America absent registration
or an exemption from registration under the U.S. Securities Act of
1933, as amended. Eurofins Scientific does not intend to register
any portion of the planned offering in the United States of America
or to conduct a public offering of securities in the United States
of America.
It may be unlawful to distribute these materials in certain
jurisdictions. These materials are not for distribution in Canada,
Japan or Australia. The information in these materials does not
constitute an offer of securities for sale in the United States,
Canada, Japan or Australia.
Each of BNP Paribas, Deutsche Bank AG, London Branch and J.P.
Morgan Securities plc is acting on behalf of Eurofins Scientific
and no one else in connection with any offering of the shares and
will not be responsible to any other person for providing the
protections afforded to any of its clients or for providing advice
in relation to any offering of Eurofins Scientific shares.
The Joint Bookrunners involved in the Placement and certain of
their affiliates, have provided and may in the future provide
various financing, banking, financial, investment, commercial or
other services to Eurofins Scientific or to members of its group,
in exchange for which they have received or may receive
compensation.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151209006157/en/
Eurofins Investor RelationsPhone: +32-2-766 1620E-mail:
ir@eurofins.com
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