Leonardo SpA ("Leonardo") announces that the US subsidiary Leonardo US Holding, Inc. ("Leonardo US Holding") today launched the initial public offering ("IPO") for a minority share of ordinary shares of Leonardo DRS, Inc. ("DRS").
The initial public offering consists of 31.900.000 DRS common stock in a price range of $ 20,00 to $ 22,00 per share. The shares will be offered and sold by Leonardo US Holding. DRS will not receive any proceeds from the offering. Leonardo US Holding also intends to grant subscribers a 30-day option to purchase up to an additional 4.785.000 ordinary shares at the public offer price and net of any applicable subscription discounts and commissions.
Following the completion of the offer, Leonardo US Holding is expected to hold 78,0% of the issued and outstanding ordinary shares of DRS (approximately 74,7% if the option to purchase additional shares is fully exercised by the subscribers ). DRS plans to list the common stock on the New York Stock Exchange under the symbol "DRS".
Goldman Sachs & Co. LLC., BofA Securities, Inc. and JP Morgan Securities LLC will act as lead book-running managers and Barclays, Citigroup, Credit Suisse, and Morgan Stanley will act as book-running managers of the offering and Credit Agricole, IMI-Intesa Sanpaolo, MUFG and UniCredit Capital Markets will act as co-book-running manager of the offer. Mediobanca acts as financial advisor for Leonardo SpA
The registration document on Form S-1 has been filed with the SEC but is not yet effective and therefore no shares can be sold or offers to purchase accepted before the registration document becomes effective. This press release does not constitute an offer to sell or a solicitation to purchase shares in any country or jurisdiction where such an offer, solicitation or sale would be unlawful without registration or approval under its applicable laws.
The aforementioned share offer proposal will be made exclusively through a prospectus. Copies of the preliminary prospectus may be requested from Goldman Sachs & Co. LLC., For the attention of the Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; BofA Securities, Inc., for the attention of the Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255; JP Morgan Securities LLC, for the attention of the Prospectus Department, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by phone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com.
Warnings
This release contains statements that constitute "forward-looking statements", including with respect to the proposed initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Leonardo and Leonardo DRS. Neither Leonardo nor Leonardo DRS assumes any responsibility to update such statements for revisions or changes subsequent to the date of this press release, except as required by law.
Within the European Economic Area (the "EEA"), this press release is directed only to persons in member states who are "qualified investors" within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 (" Qualified Investors "). In the UK, this press release is only addressed to individuals who: (A) (i) have professional investment experience as defined in Section 19 (5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”) and / or (ii) fall within the scope of Article 49 (2) (a) a (d) of the Order; and (B) are "qualified investors" as defined in Article 2 of Regulation (EU) 2017/1129 as part of the EU legislation still in force under the EU (Withdrawal) Act 2018 (all of these persons together are referred to as "Relevant Persons").
This press release is not addressed to and therefore cannot be relied upon by (i) in the United Kingdom, persons who are not Relevant Persons, and (ii) in any member state of the EEA, persons who are not Qualified Investors. Any investment or investment activity to which this release relates is available only: (i) in the United Kingdom, to Relevant Persons; and (ii) in any member state of the EEA, to Qualified Investors, and only such persons will be able to undertake them. This press release does not constitute an offer of securities to the public in Italy. The shares will not be registered with the National Commission for Companies and the Stock Exchange ("CONSOB") pursuant to Italian law and, consequently, no shares can be offered, sold or delivered, nor can copies of the prospectus be distributed and / or of any other document relating to shares in the Italian Republic, except that: (i) to qualified investors, as defined in Article 2, letter e) of Regulation (EU) 2017/1129 ("Prospectus Regulation"), pursuant to Article 1, fourth paragraph, letter a), of the Prospectus Regulations; or (ii) in other circumstances which are exempt from the rules relating to public offerings pursuant to Article 1 of the Prospectus Regulations. The offer, sale or delivery of the shares or the distribution of copies of the prospectus and / or any other document relating to the shares in the Italian Republic must be made in accordance with applicable Italian laws and regulations.
None of the information contained in or accessible through our website or any other website forms part of this press release. All website addresses are intended only as inactive textual references.
