LUXEMBOURG--(BUSINESS WIRE)--Orion Engineered Carbons S.A. (NYSE: OEC) (the “Company” or “Orion”), a
worldwide supplier of specialty and high-performance Carbon Black,
announced today that Kinove Luxembourg Holdings 1 S.à r.l. (“Kinove
Holdings”) and certain other sellers, including current and former
members of Orion’s management team, have priced an underwritten public
offering of an aggregate of 10,000,000 common shares of the Company at a
public offering price of $23.25 per share. Kinove Holdings has agreed to
sell 9,076,696 common shares and the other selling shareholders have
agreed to sell the remaining 923,304 shares. Orion will not be issuing
or selling any common shares, and will not receive any proceeds from the
offering.
In addition, the selling shareholders granted the underwriter a 30-day
option to purchase up to an additional 1,500,000 common shares.
Morgan Stanley & Co. LLC is acting as sole book-running manager for the
offering.
The offering is being made pursuant to an effective shelf registration
statement, prospectus and prospectus supplement filed by the Company.
A registration statement (including a prospectus) relating to the
Company’s common stock has been filed with the U.S. Securities and
Exchange Commission and was declared effective on April 1, 2016. Before
you invest, you should read the prospectus in that registration
statement and other documents the Company has filed with the SEC for
more complete information about the Company and this offering. The base
prospectus for the offering is available on the Securities and Exchange
Commission’s website at:
https://www.sec.gov/Archives/edgar/data/1609804/000160980416000066/f-3ashelf.htm
.
Alternatively, copies of the prospectus supplement and the accompanying
prospectus relating to the offering may be obtained from Morgan
Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York
10014, Attention: Prospectus Department.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Orion Engineered Carbons
Orion is a worldwide supplier of Carbon Black. We produce a broad range
of Carbon Blacks that include high-performance Specialty Gas Blacks,
Furnace Blacks, Lamp Blacks, Thermal Blacks and other Carbon Blacks that
tint, colorize and enhance the performance of polymers, plastics, paints
and coatings, inks and toners, textile fibers, adhesives and sealants,
tires, and mechanical rubber goods such as automotive belts and hoses.
Orion runs 14 global production sites and four Applied Technology
Centers. The group has approximately 1,463 employees worldwide.
Forward-Looking Statements
This document contains certain forward-looking statements, including
statements relating to the offering. These statements constitute
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
statements of future expectations that are based on current expectations
and assumptions and involve known and unknown risks and uncertainties
that could cause actual results, performance or events to differ
materially from those expressed or implied in these statements. You
should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement. New risk factors and uncertainties emerge from time to time
and it is not possible to predict all risk factors and uncertainties,
nor can we assess the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statement as a result
of new information, future events or other information, other than as
required by applicable law.
