Constellium commences Initial Public Offering of Class A Ordinary Shares
Paris – 13 May 2013 – Constellium Holdco B.V. (to be renamed Constellium N.V.) (“Constellium” or the “Company”), today commenced its initial public offering of Class A ordinary shares (“ordinary shares”). The Company has filed an application to have the ordinary shares listed on the New York Stock Exchange and Euronext Paris under the proposed symbol “CSTM.” Prior to this offering, there has been no public market for the Company’s ordinary shares.
The offering consists of an initial public offering of 11,111,111 ordinary shares by Constellium, nominal value €0.02 per share, and an additional offering of 11,111,111 ordinary shares by selling shareholders disclosed in the prospectus. The underwriters have an option to purchase up to 3,333,333 ordinary shares from the selling shareholders at the initial public offering price, less the underwriting discount, within 30 days to cover overallotments, if any.
Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., UBS Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., SG Americas Securities, LLC and Lazard Capital Markets LLC are acting as joint book runners for the offering, and Apollo Global Securities, LLC, Moelis & Company LLC, Rothschild Inc. and Davenport & Company LLC are acting as co-managers for the offering.
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; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-866-803-9204.
A registration statement relating to the ordinary shares has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The ordinary shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the ordinary shares in any state or 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.
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.
The securities offered in the offering have not been and will not be offered or sold to the public in France. An application has been filed to list the Class A Ordinary Shares on the professional segment of NYSE Euronext Paris. A European listing prospectus will have to be approved by the Dutch Autoriteit Financiële Markten and notified to the French Autorité des marchés financiers prior to the commencement of trading on NYSE Euronext Paris.