Constellium Announces Pricing of Initial Public Offering
New York, May 22, 2013 - Constellium N.V. (NYSE: CSTM) (“Constellium” or the “Company”) announced today the pricing of its initial public offering of 22,222,222 Class A Ordinary Shares at a price of $ 15.00 per share. The Class A Ordinary Shares are expected to begin trading on May 23, 2013 on the New York Stock Exchange under the symbol “CSTM” and on or about May 27, 2013 on NYSE Euronext Paris under the symbol “CSTM”. The offering is expected to close on or about May 29, 2013, subject to customary closing conditions.
Constellium is offering 13,333,333 Class A Ordinary Shares and the selling shareholders are offering a total of 8,888,889 Class A Ordinary Shares (of which 5,037,037 shares are being sold by affiliates of Apollo Global Management, LLC (NYSE:APO) and 3,851,852 shares are being sold by affiliates of Rio Tinto Plc).
The underwriters of the offering have a 30-day option to purchase up to an additional 3,333,333 Class A Ordinary Shares from Constellium at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, 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 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; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-866-803-9204.
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.
The securities offered in the offering have not been and will not offered or sold to the public in France. NYSE Euronext Paris has approved the listing and admission to trading of the Class A Ordinary Shares on the professional segment of NYSE Euronext Paris. A European listing prospectus has been approved by the Dutch Autoriteit Financiële Markten (the “AFM”) and notified to the French Autorité des Marchés Financiers (the "AMF"). A prospectus supplement will be submitted for approval to the AFM and will have to be notified to the AMF prior to the commencement of trading on NYSE Euronext Paris.