GlobalFoundries Announces Launch of $950 Million Secondary Offering of Ordinary Shares, Including Concurrent $200 Million Share Repurchase
22 Maggio 2024 - 10:06PM
GlobalFoundries Inc. (“GlobalFoundries” or “GF”) (Nasdaq: GFS)
today announced the launch of a secondary public offering of $950
million of its ordinary shares (including a $200 million share
repurchase, as described below). All of the shares in the offering
are being offered by Mubadala Technology Investment Company (the
“Selling Shareholder”). The Selling Shareholder is a wholly owned
subsidiary of Mubadala Investment Company PJSC (which, together
with its affiliates, is GlobalFoundries’ largest shareholder). The
Selling Shareholder is expected to grant the underwriters a 30-day
option to purchase up to an additional $112.5 million of
GlobalFoundries’ ordinary shares (equal to 15% of the initial
ordinary shares being sold to the public).
GlobalFoundries is not selling any ordinary
shares in the offering and will not receive any proceeds from the
sale of the shares being offered by the Selling Shareholder.
GlobalFoundries intends to concurrently
repurchase from the underwriters approximately $200 million of the
Selling Shareholder’s ordinary shares that are subject to the
offering at a price per share equal to the public offering price
for the offering (the “Share Repurchase”). GlobalFoundries intends
to fund the Share Repurchase with cash on its balance sheet.
GlobalFoundries expects the closing of the Share Repurchase to
occur substantially simultaneously with the closing of the
offering. The closing of the Share Repurchase is conditioned on the
closing of the offering. The closing of the offering is not
conditioned on the closing of the Share Repurchase. The
underwriters are not receiving any discount or commission with
respect to the ordinary shares being repurchased by GlobalFoundries
pursuant to the Share Repurchase.
Morgan Stanley & Co. LLC and BofA Securities
are acting as book-running managers for the offering.
The offering of these securities is being made
only by means of a prospectus. A registration statement relating to
these securities has been filed with the Securities and Exchange
Commission (the “SEC”) and has become effective. A preliminary
prospectus supplement and accompanying prospectus relating to the
offering will be filed with the SEC. A copy of the preliminary
prospectus relating to the offering, when available, may be
obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by
email at prospectus@morganstanley.com; BofA Securities, Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street,
Charlotte, NC 28255-0001, or by email at
dg.prospectus_requests@bofa.com; or by accessing the SEC’s website
at www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About
GlobalFoundriesGlobalFoundries® (GF®) is one of the
world’s leading semiconductor manufacturers. GF is redefining
innovation and semiconductor manufacturing by developing and
delivering feature-rich process technology solutions that provide
leadership performance in pervasive high growth markets. GF offers
a unique mix of design, development and fabrication services. With
a talented and diverse workforce and an at-scale manufacturing
footprint spanning the U.S., Europe and Asia, GF is a trusted
technology source to its worldwide customers.
GlobalFoundries Inc., GF, GlobalFoundries, the
GF logos and other GF marks are trademarks of GlobalFoundries Inc.
or its subsidiaries. All other trademarks are the property of their
respective owners.
Forward-Looking StatementsThis
press release includes “forward-looking statements” that reflect
our current expectations and views of future events. These
forward-looking statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995 and include but are not limited to, statements regarding the
terms, timing and expected completion of the offering and the Share
Repurchase. These statements are based on current expectations,
assumptions, estimates, forecasts, projections and limited
information available at the time they are made. Words such as
“expect,” “anticipate,” “should,” “believe,” “hope,” “target,”
“project,” “goals,” “estimate,” “potential,” “predict,” “may,”
“will,” “might,” “could,” “intend,” “shall,” "outlook," "on track,"
and variations of these terms or the negative of these terms and
similar expressions are intended to identify these forward-looking
statements, although not all forward-looking statements contain
these identifying words. Forward-looking statements are subject to
a broad variety of risks and uncertainties, both known and unknown,
including regarding market conditions, our business and the Selling
Shareholder. Any inaccuracy in our assumptions and estimates could
affect the realization of the expectations or forecasts in these
forward-looking statements. Recipients are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date such statements are made and should not be
construed as statements of fact. Except to the extent required by
federal securities laws, we undertake no obligation to update any
information or any forward-looking statements as a result of new
information, subsequent events, or any other circumstances after
the date hereof, or to reflect the occurrence of unanticipated
events. For a discussion of potential risks and uncertainties,
please refer to the risk factors and cautionary statements in our
2023 Annual Report on Form 20-F, current reports on Form 6-K and
other reports filed with the Securities and Exchange Commission.
Copies of our SEC filings are available on our Investor Relations
website, investors.gf.com, or from the SEC website,
www.sec.gov.
Investor Contact: |
Media Contact: |
ir@gf.com |
erica.mcgill@globalfoundries.com |
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