€8 million equity investment to strengthen
partnership to co-develop, jointly promote and deploy safe
autonomous driving solutions on the market
Kalray (Euronext Growth Paris : ALKAL – the “Company”), a
pioneer in processors for new intelligent systems, today announces
a strategic investment from NXP Semiconductors N.V. (NASDAQ:
NXPI) for €8 million (approximately US$9 million), to enable the
companies to develop together safe, reliable and scalable solutions
for autonomous driving, combining NXP Automotive solutions and
Kalray MPPA® (Massively Parallel Processor Array) Intelligent
Processors.
The investment will be carried out through the reserved issuance
to NXP BV, a company of the NXP Group, of 503,461 ordinary shares
without pre-emptive rights for the existing shareholders of the
Company. Upon settlement-delivery of the new shares, the NXP Group
will hold ca. 9.95% of Kalray’s share capital and voting rights.
The settlement-delivery of the new shares is scheduled for April 7,
2020 and their admission to the Euronext Growth Paris multilateral
trading system is scheduled for April 8, 2020.
STRATEGIC NATURE OF THE TRANSACTION
This transaction will strengthen the partnership between NXP and
Kalray that has been announced one year ago at CES 2019 which is
targeting the development and deployment of a L2 (Partial Driving
Automation) to L5 (Full Vehicle Automation) common hardware and
software platform, for a safe, reliable and scalable autonomous
driving solutions.
The funds raised will be used to both finance Kalray’s resources
and investments required by the implementation of the strategic
partnership with NXP, and fund Kalray’s roadmap in support of
Kalray’s automotive and embedded strategy.
NXP and Kalray intend to bring an integrated, scalable solution
to the automotive market, including CPU processing, neural network
computing, functional safety capabilities, and an optimized tool
chain – together providing the necessary requirements for
next-generation ADAS and automated driving systems. The partners
will also respond together to business opportunities and NXP will
support Kalray in term of sales, marketing, automotive expertise
and global technical support.
The next generation of the NXP BlueBox autonomous driving
reference platform with NXP’s S32 family of safe automotive
processors and automotive grade Layerscape® processors is set to
integrate Kalray’s MPPA® Intelligent Processors and provide it to
both automotive customers and NXP BlueBox eco-system.
“Delivering a platform for autonomous driving, integrating the
required AI and safe compute performance, requires high levels of
collaboration,” said Henri Ardevol, senior vice president and
general manager Automotive Processing at NXP. “Kalray’s
scalable, open platform and heritage in the industry is a
complement to NXP’s deep experience, dedication to safety and
portfolio in the automotive space. We are very happy to combine our
expertise with Kalray to help our customers deliver increasingly
automated vehicles.”
“We are honored to announce NXP is now one of our strategic
investors”, said Éric Baissus, CEO, Kalray. “NXP is one of
the most well-established and expert company in the automotive
semi-conductor industry. This investment will further strengthen
the collaboration of our teams and participate to the funding of
our automotive roadmap. Together, I am convinced we have a unique
solution to provide to the market for reliable autonomous driving,
combining performance, openness and functional safety needs.”
DETAILS OF THE TRANSACTION
Main terms and conditions of the
transaction
The investment will be carried out through the reserved issuance
to NXP BV, a company of the NXP Group, of 503,461 ordinary shares
of the Company (the “New Shares”)
without pre-emptive rights for the existing shareholders of the
Company, on the basis of article L. 225-138 of the French
commercial code, in accordance with the 14th resolution of the
Company’s combined general shareholders’ meeting held on May 29th,
2019 and the decisions adopted by the supervisory board and
management board of the Company today (the “Reserved Share Capital Increase”).
Governance
Kalray will submit to its next shareholders’ meeting a
resolution to appoint Sean Pitonak, Senior Vice President,
Corporate Development and M&A of NXP as member of its
supervisory board.
Details of the financial
transaction
The price per New Share of the Reserved Share Capital Increase
will be EUR 15.89, which represents 100,9% of the volume-weighted
average closing share price of Kalray over the 20 trading days
preceding the price setting date and which represents 99,0% of the
volume-weighted average price of the shares of the Company during
the 3-trading day period prior to the date hereof.
As an indication, a shareholder with a 1% stake in the Company
prior to the launch of the Reserved Share Capital Increase will now
have a stake of 0.90%.
Upon settlement-delivery of the New Shares, the NXP Group will
hold ca. 9.95% of Kalray’s share capital and voting rights. To the
Company’s knowledge, the breakdown in share ownership before and
after the Reserved Share Capital Increase is the following:
Before transaction
After transaction
Shareholder
% of capital / voting
rights
% of capital / voting
rights
CEA Investissement
6,92%
6,23%
ACE
6,55%
5,90%
Shareholders acting together
16,75%
15,08%
Financière ARBEVEL
6,55%
5,90%
Financial shareholders (>5%)
36,78%
33,12%
MBDA
2,44%
2,19%
SAFRAN Corporate Ventures
6,99%
6,29%
PENGPAI
7,84%
7,06%
ALLIANCE Ventures
5,30%
4,77%
DEFINVEST / BPI
3,41%
3,07%
NXP
--
9,95%
Corporate shareholders
25,98%
33,35%
Free float / other
37,24%
33,54%
Admission of New Shares
Settlement-delivery of the New Shares is scheduled for April
7th, 2020 and their admission to the Euronext Growth Paris
multilateral trading system is scheduled for April 8th, 2020. The
New Shares will be listed on the same line as Kalray’s existing
ordinary shares, will carry dividend rights and will be immediately
fungible with Kalray’s existing shares.
This Reserved Share Capital Increase is not subject to a
prospectus requiring a visa from the AMF (Autorité des marchés
financiers, the French financial market authority).
Lock-up commitment
In the context of the Reserved Share Capital Increase, NXP BV
signed a 12-month lock-up commitment with respect to the New Shares
taking effect on the date of their settlement-delivery, subject to
certain customary exceptions.
Advisors in connection with the
transaction
Advisors to Kalray
- Legal counsel : Jones Day
- Financial advisor: Rothschild & Co
- Communication advisor: ACTUS finance & communication
Advisor to NXP
- Legal counsel : Hogan Lovells
COVID-19 AND RISK FACTORS
Attention is drawn to the status shared by the Company, in
another press release today, on the activity and continuation of
its activity in the context of the Covid-19 epidemic and the
various health measures taken by the government (cf: press release
published today). Based on the information the company owns, Kalray
confirms that its current cash position, including the NXP
investment just announced, should allow the Company to develop its
technology roadmap, including developments related to the NXP
strategic partnership, as well as the commercial deployment, beyond
the next twelve months. The Company will comment its 2019 results
on April 20 as previously announced. By this timeframe, Kalray
hopes to be in a position to provide more details on the impact of
Covid-19 epidemic crisis on its business.
Attention is drawn as well to the risk factors associated with
the Company and its activity presented in the Company’s annual
report which is available free of charge on the Company’s website
(www.kalray-bourse.com). The occurrence of all or part of these
risks could have a negative impact on the Company’s activity,
financial situation, results, development or outlook. Subject to
what is mentioned in this press release, and in particular the
uncertainties related to the Covid-19 epidemic, the risk factors
presented in that document are the same today.
Additionally, investors are invited to consider the following
risks specific to this Reserved Share Capital Increase: (i) the
market price of the Company’s shares may fluctuate and fall below
the subscription price of the shares issued within the framework of
the Reserved Share Capital Increase, (ii) the volatility and
liquidity of the Company’s shares may fluctuate significantly,
(iii) divestments of the Company’s shares may take place on the
market and have a negative effect on its share price, (iv) the
Company’s shareholders could suffer potentially significant
dilution resulting from any future capital increases required to
provide the Company with additional financing, and (v) as these
shares are not intended to be listed on a regulated market,
investors will not benefit from the guarantees associated with
regulated markets.
Next publication:
Monday April 20, 2020 (after market
close): 2019 annual results
ABOUT NXP SEMICONDUCTORS
NXP Semiconductors N.V. (NASDAQ: NXPI) enables secure
connections for a smarter world, advancing solutions that make
lives easier, better, and safer. As the world leader in secure
connectivity solutions for embedded applications, NXP is driving
innovation in the automotive, industrial & IoT, mobile, and
communication infrastructure markets. Built on more than 60 years
of combined experience and expertise, the company has approximately
30,000 employees in more than 30 countries and posted revenue of
$8.88 billion in 2019. Find out more at www.nxp.com.
ABOUT KALRAY
Kalray (Euronext Growth Paris - FR0010722819 - ALKAL) is the
pioneer in processors for new intelligent systems. A genuine
technological breakthrough, “intelligent” processors are able to
intelligently analyze a vast quantity of data on the fly and to
make decisions and interact in real time with the outside world.
These intelligent processors will be largely deployed in
fast-growing sectors such as new-generation networks (intelligent
data centers) and autonomous vehicles, as well as in healthcare
equipment, drones and robots. Kalray’s offering spans both
processors and global solutions (electronic boards and software).
Created in 2008 as a spin-off of CEA (“Commissariat à l’Énergie
Atomique”, the French Alternative Energies and Atomic Energy
Commission), Kalray addresses a broad spectrum of customers
including server manufacturers, intelligent system integrators and
consumer product manufacturers such as car makers. Read more at:
www.kalrayinc.com
DISCLAIMER
With respect to Member States of the European Union, no action
has been taken or will be taken to permit a public offering of the
securities referred to in this press release requiring the
publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State
other than in accordance with the exemptions of Article 1(4) of the
regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (the “Prospectus Regulation”) or,
otherwise, in cases not requiring the publication of a prospectus
under Article 3 of the Prospectus Regulation and/or the applicable
regulations in such Member State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities and
other such persons falling within Article 49(2)(a) to (d) of the
Order (“high net worth companies”, “unincorporated associations”,
etc.) or (iii) other persons to whom an invitation or inducement to
participate in investment activity (within the meaning of Section
21 of the Financial Services and Market Act 2000) may otherwise
lawfully be communicated or caused to be communicated (all such
persons in (y)(i), (y)(ii) and (y)(iii) together being referred to
as “Relevant Persons”). Any invitation, offer or agreement to
subscribe, purchase or otherwise acquire securities to which this
press release relates will only be engaged with Relevant Persons.
Any person who is not a Relevant Person should not act or rely on
this press release or any of its contents.
This press release and the information it contains do not, and
will not, constitute a public offering nor an invitation to solicit
the interest of public in France, nor an offer to subscribe for or
sell, nor the solicitation of an offer to subscribe for or buy,
securities of Kalray in the United States of America or any other
jurisdiction where restrictions may apply. Securities may not be
offered or sold in the United States of America absent registration
or an exemption from registration under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”), it being specified
that the securities of Kalray have not been and will not be
registered within the U.S. Securities Act. Kalray does not intend
to register securities or conduct a public offering in the United
States of America.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of Kalray must be made solely based on information
publicly available about Kalray.
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INVESTOR CONTACTS Jeff PALMER jeff.palmer@nxp.com
Tel. +1 408 518 5411
MEDIA CONTACTS Jacey ZUNIGA jacey.zuniga@nxp.com
Tel. +1 512 895 7398
INVESTOR CONTACTS Eric BAISSUS
contactinvestisseurs@kalray.eu Tel. +33 (0)4 76 18 90 71
ACTUS finance & communication Caroline LESAGE
kalray@actus.fr + 33 1 53 67 36 79
MEDIA CONTACTS Loic HAMON communication@kalray.eu
Tel. +33 (0)4 76 18 90 71
ACTUS finance & communication Serena BONI
sboni@actus.fr Tel. +33 (0)4 72 18 04 92
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