DELAND, Fla., Dec. 08, 2017 (GLOBE NEWSWIRE) -- ARC Group Worldwide, Inc. (“ARC” or the “Company”) (NASDAQ:ARCW), a leading global provider of advanced manufacturing and metal 3D printing solutions, today announced its intent to commence a rights offering pursuant to which it plans to raise approximately $10.0 million through the distribution of subscription rights and the exercise thereof. The rights will entitle the security holders to purchase shares of the Company’s common stock.
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement under the Securities Act of 1933, as amended, in order to effect the rights offering. The rights will be issued to all shareholders as of a record date to be determined by the Company's Board of Directors.
This rights offering will be made through a distribution to shareholders of non-transferable subscription rights. The Company will allocate to each shareholder, by reference to the percentage ownership of the Company on the record date, a proportionate number of the rights offered. The rights offering subscription price per share will be set at a 10% discount to the closing price of the Company’s common stock on the record date, subject to a minimum subscription price of $2.00 per share. The Company will publicly announce the record date, subscription price, and maximum number of shares available for issuance in the rights offering on such date as determined by the Board of Directors.
The registration statement relating to these securities has been filed with the Commission, but has not yet become effective. The rights may not be distributed by the Company nor may the Company accept any offers to purchase the rights or any shares underlying the rights prior to the time the registration statement becomes effective.
Once the registration statement is declared effective, the subscription period is expected to remain open for 16 days following the record date. Holders who exercise their subscription rights in full will be entitled to over-subscribe for additional shares of common stock, but only to the extent that the rights offering is undersubscribed. In such event, any shares remaining available for issuance at the expiration date of the rights offering shall be allocated pro rata among the shareholders exercising their oversubscription privileges.
The Company has entered into backstop agreements with certain existing shareholders, including its majority shareholder Everest Hill Group Inc. (“Everest Hill”), pursuant to which Everest Hill and the other backstop purchasers have agreed to purchase, at the same price per share as the rights offering subscription price, any and all shares not purchased in the rights offering. No compensation is being paid to the backstop purchasers. The gross proceeds from the Company’s offerings are therefore expected to reach the full $10.0 million objective.
The Company intends to use the proceeds of this offering for general corporate purposes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The rights offering will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
When available, copies of the prospectus relating to the rights offering may be obtained from the subscription agent for the offering:
Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
About ARC Group Worldwide, Inc.
ARC Group Worldwide, Inc. is a global advanced manufacturing and metal 3D printing service provider focused on accelerating speed to market for its customers. ARC provides a holistic set of precision manufacturing solutions, from design and prototyping through full run production. These solutions include metal injection molding, metal 3D printing, metal stamping, plastic injection molding, clean room injection molding, thixomolding, and rapid and conformal tooling. Further, ARC utilizes technology to improve automation in manufacturing through robotics, software and process automation, and lean manufacturing to improve efficiency.
Forward Looking Statements
This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are based on ARC’s current expectations, estimates and projections about future events. These include, but are not limited to, statements, if any, regarding business plans, pro-forma statements and financial projections, ARC’s ability to expand its services and realize growth. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties, and the general effects of financial, economic, and regulatory conditions affecting our industries. Accordingly, actual results may differ materially. ARC does not have any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information on risks and uncertainties that could affect ARC’s business, financial condition and results of operations, readers are encouraged to review Item 1A. – Risk Factors and all other disclosures appearing in ARC’s Form 10-K for the fiscal year ended June 30, 2017, as well as other documents ARC files from time to time with the Securities and Exchange Commission.
PHONE: (303) 467-5236