ACM Research Inc (NASDAQ:ACMR) disclosed a registered direct offering of its Class A common stock that will add approximately 2.9 million shares to the market, prompting a 3.7% drop in the company's share price on Tuesday.
The company said it signed a Securities Purchase Agreement on Monday with U.S. institutional investors managed by Tekne Capital Management, LLC. Under the terms, ACM Research will issue and sell 2,884,615 shares at an offering price of $52.00 per share. The transaction is expected to close on or about Thursday, subject to customary closing conditions.
After estimated offering expenses, ACM Research anticipates net proceeds of approximately $149.8 million. The company stated it plans to apply these funds, together with its existing cash and cash equivalents, to support expansion activities in the U.S. and internationally and for general corporate purposes.
The sale includes a 6-month lock-up on the company's Class A common stock and certain other securities, although the agreement notes specified exceptions. The lock-up provision can be waived by the investors' investment advisor under the terms of the Purchase Agreement.
Shares in this offering are being sold pursuant to an effective shelf registration statement on Form S-3 and a related prospectus supplement filed with the U.S. Securities and Exchange Commission on Monday. ACM Research said the Purchase Agreement contains customary representations, warranties and agreements by both the company and the investors, as well as standard conditions to closing and other obligations of the parties.
Market reaction and context
Investors reacted to the registered direct offering with a modest decline in the stock price. The transaction structure and terms - including the fixed $52.00 per-share price and the investor-managed lock-up mechanism - were detailed in the company's disclosures to the SEC.
ACM Research framed the use of proceeds around growth initiatives in the U.S. and abroad and general corporate purposes, indicating the capital raise is intended to support operational expansion alongside existing liquidity.
Summary
ACM Research is issuing and selling 2,884,615 Class A shares at $52.00 per share to institutional investors managed by Tekne Capital, with expected net proceeds of about $149.8 million. The offering is being conducted under an effective Form S-3 registration and is expected to close on or about Thursday, with a 6-month lock-up applying to certain securities.