BE Semiconductor Industries N.V. Announces € 175 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, March 29, 2022 – BE Semiconductor Industries N.V. (the “Company” or “Besi”) (Euronext Amsterdam: BESI; OTC markets: BESIY) announces today an offering (the “Offering”) of approximately € 175 million senior unsecured convertible bonds due 2029 (the “Bonds”). The net proceeds of the offering will be used to help fund long term strategic investments, including the development of the Company’s hybrid bonding and wafer level assembly portfolio. In addition, the balance of the net proceeds may be used by the Company for share buybacks and general corporate purposes, including acquisitions.
The Bonds will be convertible into Besi’s ordinary shares (the “Shares”) and are expected to carry a coupon in the range of 1.875% to 2.375% per annum, payable semi-annually on October 6th and April 6th in each year, and a conversion premium of 35% to 40% over the clearing price of a Share in the Concurrent Offering of Existing Shares (see “Concurrent Offering 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 April 6th, 2029. 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 but unpaid interest at any time from April 27th, 2026, 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 April 6th, 2027 at their principal amount plus accrued but unpaid interest and (ii) in the event of a change of control at the principal amount plus accrued but unpaid interest.
The Bonds are expected to be issued on April 6th, 2022 (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 the following day. Morgan Stanley Europe SE (“Morgan Stanley”) is acting as Sole Global Coordinator and Sole Bookrunner on the Offering.
Concurrent Offering of Existing Shares
The Company has been advised by Morgan Stanley that Morgan Stanley will organise a simultaneous placement of existing Shares on behalf of certain subscribers of the Bonds who wish to sell these Shares in short sales to purchasers procured by Morgan Stanley in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the offering (the “Concurrent Offer of Existing Shares”). The placement price for the short sales in the Concurrent Offering of Existing Shares shall be determined via an accelerated bookbuilding process that will be carried out by Morgan Stanley. The Company will not receive any proceeds from any sale of Shares in connection with the Concurrent Offering of Existing Shares.
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