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, are offering an aggregate of
10,000,000 common shares of the Company in an underwritten public
offering. 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 intend to grant the underwriters a
30-day option to purchase up to an additional 1,500,000 common shares.
Barclays Capital Inc. and Morgan Stanley & Co. LLC are acting as the
joint book-running managers for the proposed offering.
The offering will be made pursuant to an effective shelf registration
statement, prospectus and prospectus supplement filed by the Company. In
addition, on July 25 2017, Orion filed a Form 6-K announcing certain
recent developments.
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 Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, Barclaysprospectus@broadridge.com,
toll free: (888) 603-5847 and from Morgan Stanley & Co. LLC, 180 Varick
Street, 2nd Floor, New York, New York 10014, Attention: Prospectus
Department, prospectus@morganstanley.com,
toll free: (866) 718-1649.
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 1,440 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.
In addition, the preliminary financial information included in the Form
6-K filed on July 25, 2017 is subject to the completion of our financial
closing procedures, which have not yet been completed. Our actual
results for the period ended June 30, 2017 will not be available until
after the offering is completed and may differ from these estimates.
Therefore, you should not place undue reliance upon these preliminary
financial results.
