* Investment comes from a select group of institutional and
accredited investors, including participation from Accel, NVIDIA,
and certain accounts managed by Orbis Investments
* Supports additional capacity deployments in the US and other
key markets
* Company now expects to deliver an annualized run-rate revenue
(“ARR”)1 by year-end 2025 of USD 750 million to USD 1.0 billion
* Board has determined that a potential repurchase by the
Company of its Class A shares is no longer warranted
Nebius Group N.V. (“Nebius Group”, “Nebius” or the “Company”;
NASDAQ:NBIS), a leading AI infrastructure company, today announced
that it has entered into definitive agreements for a USD 700
million private placement financing from a select group of
institutional and accredited investors, including participation
from Accel, NVIDIA, and certain accounts managed by Orbis
Investments.
The financing supports Nebius’ previously announced plans to
further build out its full-stack AI infrastructure – including
large-scale GPU clusters, cloud platforms and tools and services
for developers – for AI pioneers globally.
Arkady Volozh, founder and CEO of Nebius, said:
“The foundation of our business is our expertise in building
advanced technology infrastructure. We have demonstrated the scale
of our ambitions, initiating an AI infrastructure build-out across
two continents. This strategic financing gives us additional
firepower to do it faster and on a larger scale. I’m grateful to
our investors for the trust they have placed in us – our team is
ready to deliver.”
Nebius’ full-stack AI infrastructure is being purpose-built to
meet the demands of the global AI industry and leans on deep
technical expertise across hardware and software, cloud engineering
and machine learning (“ML”). Nebius’ core AI infrastructure
business has around 400 engineers with decades of knowledge of
building world-class tech infrastructure, as well as an in-house
large language model (“LLM”) R&D team.
The Company is pursuing an AI infrastructure build-out strategy
which combines investments in build-to-suit data centers at
greenfield sites with additional capacity deployments through
colocations and the expansion of its existing facilities.
The AI-native Nebius GPU cloud is designed to manage the full ML
lifecycle – from data processing and training through to
fine-tuning and inference – all in one place. The recently launched
Nebius AI Studio inference service expands the Company’s offering
to app builders, with access to a range of state-of-the-art
open-source models in a flexible, user-friendly environment at
among the lowest price-per-token on the market.
In the private placement, Nebius will issue 33,333,334 Class A
shares at a price per share of USD 21.00, which represents an
approximately 3% premium to the volume-weighted average price of
the Class A shares since the resumption of trading on Nasdaq. The
closing of the private placement is subject to customary closing
conditions. Additional details regarding the private placement will
be included in a Form 6-K to be filed by the Company with the
Securities and Exchange Commission (the “SEC”).
In connection with the private placement, the Board of Directors
of the Company is delighted to grant observer rights to Matt
Weigand, a Partner at Accel, and intends to nominate Mr. Weigand
for election as a director at the 2025 Annual General Meeting of
Shareholders.
In addition, having considered the strong trading dynamics and
liquidity profile in the Company’s shares since the resumption of
trading on Nasdaq on October 21, 2024, the Board has determined
that a potential repurchase by the Company of its Class A shares is
no longer warranted.
At the Company’s Annual General Meeting of Shareholders in
August 2024, shareholders approved a general authorization for the
Company to repurchase up to 81 million Class A shares within
certain parameters, including a maximum repurchase price of $10.50
per share. This price represented the pro-rata amount of cash on
the Company’s balance sheet following the final closing of the
Company's divestment of its Russian business, net of tax and
transaction costs, and was not an indication of the value of the
current business.
John Boynton, Chairman of the Board of Nebius, said:
“The authorization to potentially repurchase shares was
originally intended to provide legacy shareholders who wanted to
exit our new business an opportunity to do so, especially in light
of the prolonged suspension of trading on Nasdaq. Based on the
strong level of investor engagement and technical dynamics which we
have observed following the resumption of trading on Nasdaq, we
believe that those shareholders who may have wanted to exit have
had an opportunity to do so at a price higher than the maximum
repurchase price authorized by shareholders.
“The Board has determined that the best way to maximize value
for the Company’s shareholders is to invest our capital into our
core AI infrastructure business, where the Company believes there
is a substantial market opportunity.”
As a result of the combination of the strategic financing and
the decision not to deploy any capital toward repurchasing Class A
shares, the Company is in a position to narrow its previous
guidance, and now expects to deliver an ARR by year-end 2025 of USD
750 million to USD 1.0 billion.
Goldman Sachs Bank Europe SE (“Goldman Sachs”) is acting as sole
placement agent for the Company and no one else in connection with
the private placement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Goldman Sachs nor for providing advice in connection with the
private placement or any other matters referred to in this press
release.
In addition (but except in connection with its role as placement
agent on the private placement), Goldman Sachs is acting as
financial advisor for the Company and no one else in connection
with the Company’s review of strategic options and will not be
responsible to anyone else for providing the protections afforded
to clients of Goldman Sachs, or for giving advice in connection
with this review or any other matter referred to in this press
release.
The securities described above have not been registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. The company has agreed to
file a resale registration statement with the SEC following the
filing of its 2024 Annual Report on Form 20-F for purposes of
registering the resale of the Class A shares described above.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
any 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 Nebius
Nebius is a technology company building full-stack
infrastructure to service the explosive growth of the global AI
industry, including large-scale GPU clusters, cloud platforms, and
tools and services for developers. Headquartered in Amsterdam and
listed on Nasdaq, the company has a global footprint with R&D
hubs across Europe, North America and Israel.
Nebius’ core business is an AI-centric cloud platform built for
intensive AI workloads. With proprietary cloud software
architecture and hardware designed in-house (including servers,
racks and data center design), Nebius gives AI builders the
compute, storage, managed services and tools they need to build,
tune and run their models.
A Preferred cloud service provider in the NVIDIA Partner
Network, Nebius offers high-end infrastructure optimized for AI
training and inference. The Company’s core AI infrastructure
business boasts a team of around 400 skilled engineers, delivering
a true hyperscale cloud experience tailored for AI builders.
To learn more, please visit www.nebius.com
Disclaimer
Forward Looking Statements
This press release and the materials referenced herein contain
forward-looking statements that involve risks and uncertainties.
All statements contained or implied other than statements of
historical facts, including, without limitation, statements
regarding our business plans, market opportunities, capacity
build-out plans, capital expenditure requirements, financing
requirements and projected financial performance, are
forward-looking statements. In some cases, these forward-looking
statements can be identified by words or phrases such as “may,”
“will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to” or
other similar expressions. In addition, these forward-looking
statements reflect our current views with respect to future events
and are not a guarantee of future performance. Actual results may
differ materially from the results predicted or implied by such
statements, and Nebius’ reported results should not be considered
as an indication of future performance. The potential risks and
uncertainties that could cause actual results to differ from the
results predicted or implied by such statements include, among
others, our ability to successfully operate and develop a
fundamentally different, early-stage group following the divestment
of a significant portion of our historical operations; to
successfully identify sites and enter into purchase, lease,
build-to-suit or acquisition agreements with respect to additional
data center capacity; to obtain cost-effective and reliable access
to electrical power for such sites, to implement our business
plans; to continue to successfully capture customers; to continue
to successfully obtain required supplies of hardware on acceptable
terms; and to obtain any further debt or equity financing that may
be necessary to achieve our objectives. Many of these risks and
uncertainties depend on the actions of third parties and are
largely outside of our control. Notwithstanding the completion of
the full divestment of our Russian businesses, we also continue to
be subject to many of the risks and uncertainties included under
the captions “Risk Factors” and “Operating and Financial Review and
Prospects” in our Annual Report on Form 20-F for the year ended
December 31, 2023 and “Risk Factors” in a shareholder circular
filed as Exhibit 99.2 to a Report on Form 6-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on February 8, 2024,
which are available on our investor relations website at
https://group.nebius.com and on the SEC website at www.sec.gov. All
information in this release is as of December 2, 2024, and the
Company undertakes no duty to update this information unless
required by law.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the
date of this press release, and while we believe such information
forms a reasonable basis for such statements, such information may
be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These
statements are inherently uncertain, and investors are cautioned
not to unduly rely upon these statements.
1 Annualized run-rate revenue as of the end of the period is
calculated as revenue for the last month of the period multiplied
by twelve.
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