Regulatory News:
Eurofins (Paris:ERF):
Not for publication, directly or indirectly,
in the United States, South Africa, Australia, Canada or Japan, or
any other jurisdiction in which it would be unlawful to do
so.
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 SE (EUFI.PA), the global leader in
bio-analytical testing, announces the launch of a placement of
approximately 500,000 new ordinary shares by way of an accelerated
book building offering to institutional investors (the
“Placement”). The new ordinary shares would represent circa 2.9% of
the existing issued share capital.
As disclosed on October 24, 2017, Eurofins has signed and/or
closed over 40* acquisitions since the beginning of the year, for a
total annualized revenue of about EUR 600m*.
The Group’s cash on hand which was of EUR 575m at June end,
increased to slightly above EUR 700m at September end following the
successful issuance of a EUR 650m senior bond issuance in July and
disbursements slightly over EUR 500m since then (dividends for EUR
34m, earn-outs for EUR 110m, acquisitions for about EUR 370m,
including Amatsi, DiscoverX, Genoma, Hygel and GATC).
Payments for acquisitions already signed but not yet closed at
the end of September (including USD 780m for EAG), will amount to
about EUR 800m before year-end. In order to strengthen its balance
sheet and retain its ability to respond swiftly to attractive
M&A opportunities above and beyond those contemplated as part
of its EUR 4bn revenue objective for 2019, Eurofins is therefore
announcing that it intends to issue approximately 500,000 new
shares via an accelerated book building offering for institutional
investors, which might be followed by the issuance of a hybrid bond
of benchmark size that would be structured for equity qualification
by rating agencies should the company opt for a rating in the next
3 years.
The purpose of these transactions is to enable the Company to
maintain a sound capital structure further to the acceleration of
its M&A program year-to-date, with an objective to generate
significant shareholder value to create a higher EPS than the
dilution impact of the new issuance. Further to the successful
equity issuance of September 2016, this Placement will give
qualified institutional investors an opportunity to participate in
the offering and in Eurofins’ future development, and should
increase the share liquidity.
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 traded under the ISIN code FR0000038259)
should occur on November 2, 2017.
The Company has 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 press release does not constitute a
subscription offer, and the Placement does not constitute a public
offering in any country.
*including EAG (closing of which being still pending fulfilment
of customary conditions precedent).
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 Scientific through its subsidiaries (hereinafter
sometimes “Eurofins” or “the Group”) 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,
discovery pharmacology and for supporting clinical studies. In
addition, Eurofins is one of the key emerging players in specialty
clinical diagnostic testing in Europe and the USA. With over 30,000
staff in 400 laboratories across 41 countries, Eurofins offers a
portfolio of over 150,000 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 objective is to provide 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 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 judgment of
Eurofins Scientific’s 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 the
United States, 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/20171030005909/en/
Eurofins Scientific SEHugues Vaussy, +32-2-769 7383Head of
Corporate Communication and Investor Relationsir@eurofins.com
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