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.
Regulatory News:
Eurofins (Paris:ERF):
Eurofins Scientific SE (EUFI.PA), the global leader in
bio-analytical testing, announces the launch of a placement of
approximately 600,000 new ordinary shares by way of an accelerated
book building offering to institutional investors (the
“Placement”). The new ordinary shares would represent circa 3.7% of
the existing pre-money issued capital.
The purpose of the Placement is to raise further capital towards
financing identified potential acquisition targets. These potential
larger-sized opportunities, which are over and above the Group’s
planned acquisition programme of EUR 200 million per year, if they
materialize for Eurofins, should accelerate the achievement of its
objective to reach EUR 4 billion of revenues by 2020. The objective
is that they create significant shareholder value. The management’s
objective is to deploy proceeds of the new issuance within the next
12 months, and it intends to invest 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.
The offering, in addition to the 606,061 shares issued to La
Caisse de dépôt et placement du Québec (“CDPQ”) on the 29th of
June, 2016, would bring total new issuance to about 1.2 million
shares, and give other institutional investors an opportunity to
participate in the offering and in Eurofins’ further
development.
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 12 of September, 2016.
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.
There will be no prospectus related to the admission of these
new shares to trading.
This document contains inside information for the purpose of
Regulation (EU) 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse.
For more information, please visit
www.eurofins.com
Notes for the editor:
Eurofins – a global leader in bio-analysis
Eurofins believes it is the world leader in food, environment
and pharmaceutical products testing and that it is also one of the
global independent market leaders in certain testing and laboratory
services for agroscience, genomics and discovery pharmacology and
for supporting clinical studies. In addition, Eurofins is one of
the significant emerging players in specialty clinical diagnostic
testing in Europe and the USA.
With 25,000 staff in more than 250 laboratories across 39
countries, Eurofins offers a portfolio of over 130,000 validated
analytical methods for evaluating the safety, identity,
composition, authenticity, origin, traceability 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 and healthcare
practitioners 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 disclaimer:
This 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 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.
In any Member State of the European
Economic Area (“EEA”), this press release is only addressed to and
directed at persons in Member States who are “qualified investors”
within the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC, as amended).
This press release has been prepared on
the basis that any offer of the new shares in any Member State of
the EEA which has implemented the Prospectus Directive, 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 the Joint Bookrunners involved in
the Placement 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/20160907006291/en/
Eurofins Scientific SEPamela Antay, +32-2-769 7383Head of
Corporate Communication and Investor Relationsir@eurofins.com
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