Colfax Announces Pricing of Public Offering of 14,000,000 Shares of Common Stock
March 16, 2021
ANNAPOLIS JUNCTION, MD, March 16, 2021 (GLOBE NEWSWIRE) — Colfax Corporation (“Colfax” or the “Company”) (NYSE: CFX), a leading diversified technology company, announced today the pricing of an underwritten registered public offering of 14,000,000 shares of its common stock at a public offering price of $46.00 per share. The underwriters have a 30-day option to purchase up to an additional 2,100,000 shares from the Company at the public offering price. The Company estimates that the net proceeds from the offering, after deducting the underwriting discounts and commissions and other estimated offering expenses, will be approximately $618.4 million, or $711.3 million if the underwriters exercise their option to purchase additional shares in full. The shares are expected to be delivered on or about March 19, 2021, subject to customary closing conditions.
The Company intends to use the net proceeds of the offering (after deducting the underwriting discounts and commissions and other estimated expenses of the offering payable by the Company) for working capital and other general corporate purposes, which may include, among other things, capital expenditures and the repayment of indebtedness.
Goldman Sachs & Co. LLC and Evercore ISI are acting as joint lead book-running managers and representatives of the underwriters for the offering. Morgan Stanley and UBS Investment Bank are also acting as joint book-running managers for the offering. BofA Securities, Cowen, KeyBanc Capital Markets, Wells Fargo Securities, Baird, BMO Capital Markets, BNP Paribas, Citizens Capital Markets, Scotiabank, SMBC Nikko, Stifel and UniCredit Capital Markets are acting as co-managers for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by Colfax with the Securities and Exchange Commission (the “SEC”) and was automatically effective upon filing on February 18, 2021. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at email@example.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email: firstname.lastname@example.org; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, by telephone at (888) 827-7275, or by emailing email@example.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these 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 Colfax Corporation
Colfax Corporation is a leading diversified technology company that provides specialty medical technologies and fabrication technology products and services to customers around the world, principally under the DJO and ESAB brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. The Company uses its Colfax Business System (“CBS”), a comprehensive set of tools, processes and values, to create superior value for customers, shareholders and associates. Colfax’s common stock is traded on the NYSE under the ticker “CFX.”
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements, including forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements concerning the offering and Colfax’s intended use of proceeds from the offering, plans, objectives, expectations and intentions and other statements that are not historical or current fact. Forward-looking statements are based on Colfax’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the COVID-19 global pandemic, including actions by governments, businesses and individuals in response to the situation, such as the scope and duration of the outbreak, the nature and effectiveness of government actions and restrictive measures implemented in response, material delays and cancellations of medical procedures, supply chain disruptions, the impact on creditworthiness and financial viability of customers, and other impacts on Colfax’s business and ability to execute business continuity plans, and the other factors detailed in Colfax’s reports filed with the SEC, including its most recent Annual Report on Form 10-K under the caption “Risk Factors,” as well as the other risks discussed in Colfax’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Colfax disclaims any duty to update the information herein.