DGAP-News: TeamViewer AG / Key word(s): IPO
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TeamViewer sets price range for its IPO
- TeamViewer shares to be offered within price range of EUR 23.50 to EUR 27.50 per share
- The offer will consist of up to 84,000,000 existing shares from the holdings of the current owner assuming full exercise of the Upsize Option and Greenshoe Option
- Within the price range, gross proceeds between EUR 1.41 billion to EUR 2.31 billion, depending on the final number of shares placed and the issue price
- Free float would amount up to 42% of outstanding share capital, assuming full exercise of the Upsize Option and Greenshoe Option
- Price range implies a total market capitalization of between EUR 4.7 billion and EUR 5.5 billion
- Offer period is expected to begin on September 12, 2019, and is expected to end on September 24, 2019
- First day of trading planned for September 25, 2019
Oliver Steil, CEO of TeamViewer, said: "Our IPO process is well on track: We are very excited by the positive feedback we receive on TeamViewer's unique business profile and growth prospects. In the next two weeks, we are looking forward to meeting investors around the globe to discuss our growth strategy, based on the expansion of use cases, customer segments and global reach."
The offer consists of up to 84,000,000 shares in total. The total offer volume ranges between EUR 1.41 billion and EUR 2.31 billion, depending on the final number of shares placed and the issue price. The price range implies a total market capitalization of between EUR 4.7 billion and EUR 5.5 billion. Depending on the total offer size, the expected free float would range from 30% to 42%.
The offer will comprise three components:
(1) The base offer will consist of 60,000,000 existing ordinary bearer shares with no-par value from the holdings of TeamViewer's Existing Shareholder ("Base Shares").
(2) Subject to market demand, the Existing Shareholder may, at its discretion and in consultation with the Joint Global Coordinators, additionally place up to 15,000,000 ordinary bearer shares with no-par value ("Upsize Option"). A decision on the exercise of the Upsize Option will be taken on the day of pricing.
(3) Up to 9,000,000 additional existing ordinary bearer shares with no-par value may be offered to cover possible over-allotments, not exceeding 15% of the number of Base Shares ("Greenshoe Option").
All proceeds from the sale of the Base Shares, the sale of the shares subject to the Upsize Option as well as the shares sold pursuant to the Greenshoe Option will be for the benefit of the Existing Shareholder. TeamViewer and the Existing Shareholder have agreed to a lock-up period of 180 calendar days following the listing of the company's shares, which is subject to certain exemptions.
The offer period will commence on September 12, 2019 and is expected to end on September 24, 2019. Offers may be submitted until 12:00 noon (CEST) by private investors (natural persons) and 15:00 (CEST) by institutional investors on the last day of the offer period. Based on the order book, the final offer price per share (the "Offer Price") and the final number of shares to be sold are expected to be determined on or around September 24, 2019. Trading on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on September 25, 2019.
The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has approved the securities prospectus. The prospectus is available for download from the company's website: https://ir.teamviewer.com/websites/teamviewer/English/0/investor-relations.html
In course of changing its legal structure into a German stock corporation (AG), the company has established a supervisory board (Aufsichtsrat), consisting of six members and chaired by Dr. Abraham (Abe) Peled, Chairman of Synamedia and former CEO and Chairman of NDS Group, who has been Chairman of TeamViewer's board (Beirat) since 2014.
Goldman Sachs International and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners. BofA Merrill Lynch and Barclays have been mandated as Joint Bookrunners. RBC Capital Markets is acting as Co-Lead Manager. Lilja & Co. is acting as the independent adviser to the shareholder and TeamViewer.
Press Contact TeamViewer
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The offering and listing of the shares of TeamViewer AG (the "Company") on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is subject to the publication of a prospectus. This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this press release except on the basis of information in the prospectus issued by the company and approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) in connection with the offering and listing of such shares. Copies of the prospectus are available free of charge from TeamViewer AG, Jahnstr. 30, 73037 Göppingen, Germany or https://ir.teamviewer.com. The approval of the prospectus by the German Federal Financial Supervisory Authority should not be understood as an endorsement of the securities. It is recommended that potential investors read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of the Company in the United States, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company. No public offering of securities is currently made in any jurisdiction. Any public offering of securities in any jurisdiction would only be made pursuant to an approved and publicly available securities prospectus.
Goldman Sachs International, Morgan Stanley & Co. International plc, Merrill Lynch International, Barclays Bank PLC and RBC Europe Limited are acting exclusively for the Company and the selling shareholder and no-one else in connection with the transaction. They will not regard any other person as their respective client in relation thereto and will not be responsible to anyone other than the Company and the selling shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction, the contents of this announcement or any other matter referred to herein.
Statements contained herein may constitute "forward-looking statements." Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate," "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
A PROSPECTUS HAS BEEN PUBLISHED IN RELATION TO THE INITIAL PUBLIC OFFERING OF SHARES BY THE COMPANY REFERRED TO IN THIS DOCUMENT. A COPY OF THE PROSPECTUS IS AVAILABLE FROM THE COMPANY UPON REQUEST.
THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.
Company: TeamViewer AG