Descartes Announces Commencement of Public Offering
2014年6月24日 - 5:01AM
Descartes Systems Group ("Descartes") (TSX:DSG) (Nasdaq:DSGX), a
global leader in uniting logistics-intensive businesses in
commerce, today announced the commencement of a marketed,
underwritten public offering of 9,500,000 Common Shares. The
underwriters will also have the option, at any time not later than
the 30th day after the filing of the final prospectus supplement,
to purchase up to 1,425,000 additional Common Shares on the same
terms and conditions, to cover their over-allocation position, if
any.
Completion of the offering is subject to market conditions and
approval by the Toronto Stock Exchange. There can be no assurance
as to whether or when the offering may be completed, or as to the
actual size, price or other terms of the offering. Descartes
intends to use the net proceeds of the offering for general
corporate purposes, including as an available source of funding for
potential future acquisition opportunities, as well as for possible
repayment of outstanding indebtedness under its revolving debt
facility.
The offering is being made through an underwriting group co-led
by Morgan Stanley, Barclays and GMP Securities L.P., who are acting
as joint book-running managers of the offering and as
representatives of the underwriters, which include Canaccord
Genuity Corp., TD Securities Inc., William Blair & Company LLC
and Raymond James Ltd.
The offering is being conducted in the United States pursuant to
Descartes' effective shelf registration statement filed with the
United States Securities and Exchange Commission (the "SEC") and in
Canada pursuant to a short form base shelf prospectus filed with
the securities regulatory authorities in each of the provinces of
Canada, other than Quebec. A preliminary prospectus supplement
containing important information relating to these securities will
be filed in the United States with the SEC and in Canada with the
securities commissions in each of the provinces of Canada, other
than Quebec. The preliminary prospectus supplement will still be
subject to completion or amendment. A final prospectus supplement
relating to the offering will also be filed in the United States
with the SEC and in Canada with the securities commissions in each
of the provinces of Canada, other than Quebec. When available,
copies of the preliminary and final prospectus supplements relating
to these securities may be obtained by visiting the SEC's website
at www.sec.gov, on SEDAR at www.sedar.com or from: Morgan Stanley
& Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014,
Attn: Prospectus Department, Barclays Capital Inc., Prospectus
Department, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847, or
by email at Barclaysprospectus@broadridge.com; or GMP Securities
L.P., 145 King Street West, Suite 300, Toronto ON M5H 4G2, or by
email at ecm@gmpsecurities.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall 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.
About Descartes
Descartes is a global leader in uniting logistics-intensive
businesses. Descartes has over 173,000 parties using its
cloud-based services. Customers use our modular,
software-as-a-service solutions to route, schedule, track and
measure delivery resources; plan, allocate and execute shipments;
rate, audit and pay transportation invoices; file customs and
security documents for imports and exports; and complete numerous
other logistics processes by participating in the world's largest,
collaborative multi-modal logistics community. Our headquarters are
in Waterloo, Ontario, Canada and we have offices and partners
around the world.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking information within the
meaning of applicable securities laws ("forward-looking
statements") including statements regarding the proposed public
offering, the terms of the offering, the proposed use of proceeds,
the underwriters and the availability of the preliminary and final
prospectus supplements. Such forward-looking statements involve
known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, performance or
achievements to differ materially from the anticipated results,
performance or achievements or developments expressed or implied by
such forward-looking statements. Such factors include, but are not
limited to, market conditions, regulatory approvals and the factors
and assumptions discussed in the sections entitled "Risk Factors"
in the short form base shelf prospectus, the preliminary prospectus
supplements and the final prospectus supplement, as well as the
section entitled, "Certain Factors That May Affect Future Results"
in documents filed with the SEC, the Ontario Securities Commission
and other securities regulatory authorities across Canada,
including Descartes' interim management's discussion and analysis
for the three months ended April 30, 2014. If any such risks
actually occur, they could materially adversely affect our
business, financial condition or results of operations. In that
case, the trading price of our common shares could decline, perhaps
materially. Readers are cautioned not to place undue reliance upon
any such forward-looking statements, which speak only as of the
date made. Forward-looking statements are provided for the purpose
of providing information about management's current expectations
and plans relating to the future. Readers are cautioned that such
information may not be appropriate for other purposes. We do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in our expectations or any change in events,
conditions or circumstances on which any such statement is based,
except as required by law.
CONTACT: Descartes Investor Contact
Laurie McCauley
(519) 746-6114 x202358
investor@descartes.com
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