Cherry sets price range for its IPO
/ Key word(s): IPO
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Cherry sets price range for its IPO
Munich, 15 June 2021. Cherry AG (the "Company" and together with its consolidated subsidiaries "Cherry"), a global innovation and quality leader in the manufacture of premium mechanical gaming switches and peripherals for gaming, office and industry as well as healthcare and security applications, announces further details of its planned initial public offering and listing of its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
The IPO is expected to consist of four components: 4,300,000 new ordinary bearer shares are envisaged to be issued from a capital increase of the Company. Furthermore, 5,000,000 existing ordinary bearer shares from the holdings of Cherry TopCo S.à r.l., Luxembourg (the "Selling Shareholder") will be offered in a base deal. In addition, the Selling Shareholder reserves the right to offer up to 2,000,000 additional existing ordinary bearer shares from its holdings on the date of pricing subject to market demand (upsize option). Moreover, up to 1,695,000 existing ordinary bearer shares from the Selling Shareholder can be placed to cover potential over-allotments.
Under the assumption that all offered shares will be placed (and that the customary "greenshoe" option for the over-allotment shares will be exercised in full), total proceeds of the IPO are expected to be between EUR 390 million and EUR 494 million, of which around EUR 140 million (based on the mid-point of the price range) are intended to be used to (i) fuel organic growth, in particular to advance and expand Cherry's position as a global brand and innovation leader, (ii) drive inorganic growth through selective acquisitions, and (iii) repay certain outstanding debt in connection with a refinancing of existing debt.
Cherry AG's post-IPO market capitalization is expected to range between EUR 729 million and EUR 923 million based on the price range. Assuming placement of all offered shares, the free float post-IPO is expected to be around 53%.
Subject to the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), the offer period, during which purchase orders can be submitted will start tomorrow, 16 June 2021, and is expected to end on 23 June 2021 at 12 CEST for retail investors and at 14 CEST for institutional investors. The price range for the planned IPO has been set at EUR 30 to EUR 38 per share. The final offer price per share will be determined during the bookbuilding process and is expected to be set, together with the number of placed shares, on 23 June 2021. The first day of trading of the Company's shares and delivery of placed shares are planned for 29 June 2021.
Rolf Unterberger, Cherry's CEO: "It is our goal to expand Cherry's position as a leading manufacturer of premium gaming keyboard switches and cutting-edge peripherals for gaming, office and healthcare applications. Through our innovation power and high-quality products, we are very well-positioned to take advantage of the dynamic development of the markets we serve. We are confident of delivering our stated goal of organic revenue growth between 30-40% in 2021 and maintaining strong double-digit mid-term growth rates. In addition, beginning in 2022, we strive to continue to improve our margins."
The Company and the Selling Shareholder have each agreed to a lock-up for a period of 180 days. The members of the Management Board have agreed to a lock-up for a period of eighteen months. Members of the Supervisory Board who will receive shares in the Company in the context of the IPO have agreed to a lock-up for a period of twelve months.
Cherry shares are planned to be offered publicly in the Federal Republic of Germany. In addition, private placements with qualified investors in certain jurisdictions outside the Federal Republic of Germany are envisaged. The execution of the offering is subject to the approval of the securities prospectus by the BaFin, which is expected today. Following the approval by BaFin, the securities prospectus and additional information will be published on the Company's German website (www. cherry.de) in the "Über Cherry" - "Investor Relations" - "Details zum IPO" section and on the Company's international website (www.cherry-world.com) in the "About Cherry" - "Investor Relations" - "Access IPO Information" section.
Hauck & Aufhäuser is acting as Sole Global Coordinator and Joint Bookrunner, and ABN AMRO (in cooperation with ODDO BHF SCA) and M.M.Warburg are acting as Joint Bookrunners for the planned IPO.
Cherry has its operative headquarters in Auerbach in der Oberpfalz, Germany, and currently employs over 500 employees in production facilities in Auerbach, Zhuhai (China) and Vienna (Austria), in addition to several sales offices in Auerbach, Paris, London, Kenosha (USA), Taipei and Hong Kong.
More information: www.cherry-world.com
Phone: +49 611 205855 - 26
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This announcement is not an offer of securities for sale in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"). Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from Cherry AG and that would contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in the United States.
Subject to certain exceptions under applicable law, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
In member states of the European Economic Area other than Germany, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended. This announcement is directed only at persons in the United Kingdom ("U.K.") in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This announcement and the information contained therein does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and is not, and should not be considered as, a recommendation that any person should subscribe for or purchase any securities. In the U.K., this announcement and the information contained therein is being communicated only to persons who are qualified investors within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended, as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons within the scope of article 43 of the Order or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement and the information contained therein relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person must not act or rely on this announcement or any of its contents. This announcement and the information contained therein should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of Cherry AG.
This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/1129 and legislation in connection therewith. It is not a prospectus. The public offering and listing of the shares of Cherry AG on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is subject to the publication of a prospectus. The prospectus is expected to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") in accordance with the Prospectus Regulation regime. However, the approval of the prospectus by BaFin should not be understood as an endorsement of the shares of Cherry AG. Investors should purchase shares solely on the basis of the prospectus relating to the shares and should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Copies of the prospectus will, following approval of BaFin, be available free of charge from Cherry AG, Einsteinstraße 174, 81677 Munich, Germany, or on Cherry AG's website (https://www.cherry.de/ueber-cherry/neuer-bereich/details-zum-ipo/ipo-info-detailseite/prospekt.html).
This announcement contains statements related to our future business and financial performance and future events or developments involving Cherry AG that may constitute forward-looking statements. These statements may be identified by words such as "expect," "look forward to," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. These forward-looking statements include all matters that are not historical facts. Such statements are based on the current expectations and certain assumptions of Cherry AG's management and are subject to a number of risks, uncertainties and other factors, many of which are beyond Cherry AG's control. Should one or more of these risks or uncertainties materialize or should underlying expectations including future events occur at a later date or not at all or assumptions prove incorrect, actual results, performance or achievements of Cherry AG may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Cherry AG neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
15.06.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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