BE Semiconductor Industries N.V. Announces € 150 Million Senior Unsecured Convertible Bond Offering
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW.
Duiven, the Netherlands, July 28, 2020 – BE Semiconductor Industries N.V. (the “Company” or “Besi”) (Euronext Amsterdam: BESI; OTC: BESIY – Nasdaq International Designation) announces today an offering (the “Offering”) of € 150 million senior unsecured convertible bonds due 2027 (the “Bonds”). The net proceeds of the offering will be used to continue the development of next generation advanced packaging technologies and to further expand the Company’s Asian manufacturing operations. In addition, the balance of the net proceeds may be used for general corporate purposes including acquisitions and share buybacks.
The Bonds will be convertible into Besi’s ordinary shares (the “Shares”) and are expected to carry a coupon in the range of 0.50% to 1.20% per annum, payable semi-annually on February 5 and August 5 in each year, and a conversion premium of 35% to 40% over the clearing price of a Share in the Concurrent Offer of Existing Shares (see “Concurrent Offer of Existing Shares”).
The Bonds will be issued at 100% of their principal amount. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around August 5, 2027. Upon exercise of their conversion rights, holders will receive Shares, as determined by the then prevailing conversion price. The Company will have the option to redeem all but not some of the outstanding Bonds at their principal amount plus accrued interest at any time from August 26, 2024, if the value of the Shares underlying a Bond exceeds € 130,000 for a specified period of time. The Bonds may be redeemed at the option of the holders (i) on 5 August 2025 at their principal amount plus accrued interest to and (ii) in the event of a change of control at the principal amount plus accrued interest.
The Bonds are expected to be issued on August 5, 2020 (the “Issue Date”). Application is expected to be made for the Bonds to be admitted for trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange no later than 30 days after the Issue Date.
The final terms of the Bonds are expected to be announced later today. Morgan Stanley & Co. International plc (“Morgan Stanley”) is acting as Sole Global Coordinator and Sole Bookrunner on the Offering.
Concurrent Offering of Existing Shares
Morgan Stanley has informed the Company that concurrently with the placement of the Bonds, it intends to conduct a simultaneous placement of existing Shares of the Company (the “Concurrent Offering of Existing Shares”) on behalf of buyers of the Bonds who wish to sell such Shares in short sales to hedge the market risk of an investment in the Bonds at a placement price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offering of Existing Shares.
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