Descartes Announces Closing of Public Offering and Full Exercise of Over-Allotment Option by Underwriters
02 Julio 2014 - 8:01AM
Descartes Systems Group ("Descartes") (TSX:DSG) (Nasdaq:DSGX), a
global leader in uniting logistics-intensive businesses in
commerce, today announced that it has completed its previously
announced offering of Common Shares in the United States and Canada
at a price of $13.50 per Common Share. The total offering of
10,925,000 Common Shares included the exercise in full by the
underwriters of the 15% over-allotment option to purchase an
additional 1,425,000 Common Shares on the same terms and
conditions, resulting in additional gross proceeds of
US$19,237,500, for aggregate gross proceeds to Descartes of
US$147,487,500. The offering was made through an underwriting
group co-led by Morgan Stanley, Barclays and GMP Securities L.P.,
who acted as joint book-running managers of the offering and as
representatives of the underwriters, which included Canaccord
Genuity Inc., Raymond James Ltd., TD Securities Inc. and William
Blair.
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.
Copies of the shelf registration statement and final prospectus
supplement and/or short form base shelf prospectus and final
prospectus supplement, in each case relating to the offering, 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 1J8, 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 use of
proceeds. 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 and the 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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