Constellium announces pricing of secondary offering
Amsterdam, November 7, 2013 – Constellium N.V. (NYSE and NYSE Euronext: CSTM) (“Constellium” or the “Company”) announced today the pricing of its previously announced secondary offering of 17,500,000 Class A Ordinary Shares at a price of $17.00 per share. The underwriters of the offering have a 30-day option to purchase up to an additional 2,625,000 Class A Ordinary Shares from an affiliate of Rio Tinto Plc at the public offering price, less the underwriting discount. The offering is expected to close on or about November 14, 2013, subject to customary closing conditions.
The selling shareholders are offering a total of 17,500,000 Class A Ordinary Shares (of which 16,691,355 shares are being sold by an affiliate of Rio Tinto Plc, and 808,645 shares are being sold by Omega Management GmbH & Co. KG). The Company will not receive any of the proceeds from the offering of the ordinary shares (including any ordinary shares sold pursuant to the underwriters' option to purchase additional ordinary shares). The total number of outstanding ordinary shares will not change as a result of the offering.
Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC, Barclays Capital Inc. are acting as joint book runners for the offering, and Apollo Global Securities, LLC, BNP Paribas Securities Corp., Rothschild Inc., Lazard Capital Markets LLC, and Davenport & Company LLC are acting as co-managers for the offering.
The registration statement relating to the securities has been filed with and declared effective by the U.S. Securities and Exchange Commission. The offering is being made only by means of a prospectus. When available, a copy of the final prospectus relating to the offering may be obtained by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902- 9316 or by email at firstname.lastname@example.org; Deutsche Bank Securities Inc., Prospectus Group, 60 Wall Street, New York, NY 10005, telephone: 1-800-503-4611 or by email at email@example.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-866-803-9204;or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York,New York 10014, Telephone: 1-866-718-1649, or by emailing firstname.lastname@example.org.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
In relation to each member state of the European Economic Area which has implemented the 2003/ 71/EC directive as amended (the "Prospectus Directive") (each a "Relevant Member State"), an offer to the public of the ordinary shares offered in the offering has not been made and will not be made in that Relevant Member State, except that an offer in that Relevant Member State of the ordinary shares may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive, if the qualified investor prospectus exemption has been implemented in that Relevant Member State and provided that no such offer shall result in a requirement for the publication of a prospectus in that Member State.
Constellium is a global sector leader that develops innovative, value added aluminium products and solutions for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €3.6 billion of revenue in 2012.
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Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to those set forth in our most recent Form F-1 Registration Statement and described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.