Constellium announces proposed secondary public offering
Amsterdam, December 11, 2013 – Constellium N.V. (NYSE and NYSE Euronext: CSTM) (“Constellium” or the “Company”) announced today the commencement of a proposed secondary public offering of 8,345,713 Class A ordinary shares (“ordinary shares”) by an affiliate of Rio Tinto Plc (the “Selling Stockholder”). The underwriter will have a 30-day option to purchase up to an additional 1,251,847 ordinary shares from the Selling Stockholder at the public offering price, less the underwriting discount. The Company will not receive any of the proceeds from the offering of the ordinary shares (including any ordinary shares sold pursuant to the underwriter's 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. is acting as sole book-running manager 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 email@example.com.
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.
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Forward Looking Statement
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 under the heading “Risk Factors” in our most recent Form F-1 Registration Statement and as 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.