Allegro MicroSystems Announces Pricing of Primary Offering
July 24 2024 - 7:00PM
Allegro MicroSystems, Inc. (“Allegro”) (Nasdaq: ALGM), a global
leader in power and sensing solutions for motion control and
energy-efficient systems, today announced the pricing of a primary
offering of 25,000,000 shares of common stock at a public offering
price of $24.00 per share, resulting in gross proceeds of
$600,000,000 to Allegro (or $579,000,000 to Allegro after giving
effect to the underwriters’ discount of $0.84 per share). In
addition, Allegro has granted the underwriters a 30-day option to
purchase up to an additional 3,750,000 shares of its common stock
at the public offering price, less underwriting discounts and
commissions. Proceeds from the offering, together with cash on hand
or additional borrowings under Allegro’s term loan facility or
revolving credit facility, will be used to repurchase shares from
Allegro’s majority shareholder, Sanken Electric Co., Ltd.
(“Sanken”) at a price per share equal to the price per share at
which the underwriters will purchase shares of our common stock in
the equity offering from Allegro. On an as adjusted basis after
giving effect to the offering and the share repurchase, Sanken will
hold approximately 33.2% (or 32.5% if the underwriters’ option to
purchase additional shares of Allegro’s common stock is exercised
in full) of Allegro’s outstanding common stock. The offering is
expected to close on or about July 26, 2024, subject to the
satisfaction of customary closing conditions.
Barclays, Morgan Stanley and UBS Investment Bank are acting as
joint lead book-running managers for the offering. BofA Securities,
Mizuho and Jefferies are acting as book-running managers for the
offering. PJT Partners and Needham & Company are acting as
co-managers for the offering. PJT Partners is also acting as
financial advisor to Allegro.
This offering is being made pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”) on July 23, 2024. The shares of common stock
will be offered only by means of a prospectus supplement and the
accompanying prospectus forming a part of the effective shelf
registration statement. Before you invest, you should read the
prospectus in that registration statement and the documents
incorporated by reference in that registration statement, as well
as the prospectus supplement related to this offering.
Copies of the final prospectus supplement related to this
offering and the accompanying prospectus may be obtained, when
available, from Barclays Capital Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by
telephone (toll-free): (888) 603-5847 or by emailing:
barclaysprospectus@broadridge.com; Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, New York, New
York 10014, or by emailing: prospectus@morganstanley.com; or UBS
Securities LLC, Attention: Prospectus Department, 1285 Avenue of
the Americas, New York, NY 10019, by telephone: (888) 827-7275 or
by emailing: ol-prospectusrequest@ubs.com. You may also obtain
these and the other documents referred to above for free by
visiting the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Allegro MicroSystems
Allegro MicroSystems, Inc. is a leading global designer,
developer, fabless manufacturer and marketer of sensor integrated
circuits (“ICs”) and application-specific analog power ICs enabling
emerging technologies in the automotive and industrial markets.
Allegro’s diverse product portfolio provides efficient and reliable
solutions for the electrification of vehicles, automotive ADAS
safety features, automation for Industry 4.0 and power-saving
technologies for data centers and clean energy applications.
About Sanken
Sanken’s mission as a company is to provide optimal solutions in
the broad and expansive field of electricity and electronics with
semiconductors, its core business, power electronics and peripheral
fields. Sanken provides products globally for the increasingly
electrified automotive industry, as well as for white goods and
industrial equipment, which are becoming more energy efficient as
demand for electricity increases. Sanken Electric works to
constantly innovate its technological capabilities and provides
products of assured quality to help solve global environmental and
social issues and further develop industry, the economy and
culture.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including statements regarding the sale
of common stock in the offering, the closing of the offering and
the repurchase of shares from Sanken, each as described above.
These forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, the
factors discussed under the caption “Risk Factors” in the
prospectus supplement related to this offering, our Annual Report
on Form 10-K for the fiscal year ended March 29, 2024, filed with
the SEC on May 23, 2024, and our other filings with the SEC, any of
which could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. While we may elect
to update such forward-looking statements at some point in the
future, we disclaim any obligation to do so, even if subsequent
events cause our views to change, except as required by law. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of
this press release.
Contact:Jalene HooverVP of Investor Relations
& Corporate Communications+1 (512)
751-6526jhoover@allegromicro.com
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