Attached files
file | filename |
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8-K - CURRENT REPORT - Fusion Connect, Inc. | fsnn_8k.htm |
EX-5.1 - OPINION ON LEGALITY - Fusion Connect, Inc. | fsnn_ex51.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Fusion Connect, Inc. | fsnn_ex11.htm |
Exhibit 99.1
Fusion Announces Pricing of its Upsized Public Offering
of
Common Stock
NEW
YORK, NY -- Feb. 1, 2018 -- Fusion (NASDAQ: FSNN), a leading
provider of cloud services, announced today the pricing of its
previously announced underwritten public offering of 11,250,000
shares of its common stock at a public offering price of $3.20 per
share for gross proceeds of $36,000,000. The net proceeds, after
underwriting discounts and commissions, but before estimated
expenses of the offering payable by Fusion, are expected to be
$33,660,000. As part of the offering Fusion granted the
underwriters a 45-day option to purchase up to an additional
1,687,500 shares of its common stock on the same terms and
conditions to cover over-allotments, if any. All shares of common
stock to be sold in the offering will be offered by Fusion. The
offering is expected to close on or about February 5, 2018, subject
to the satisfaction of customary closing conditions.
Craig-Hallum
Capital Group LLC is acting as the sole book-running manager and B.
Riley FBR, Inc. is acting as a co-manager for the
offering.
The
offering is being made pursuant to a shelf registration statement
on Form S-3 (File No. 333-222127) that was declared effective by
the U.S. Securities and Exchange Commission (the “SEC”)
on January 17, 2018. A preliminary prospectus supplement and
accompanying prospectus relating to and describing the terms of the
offering were filed with the SEC on January 29, 2018 and may be
obtained by visiting the SEC’s website at www.sec.gov or
by contacting Craig-Hallum Capital Group LLC, 222 South Ninth
Street, Suite 350, Minneapolis, MN 55402, by telephone at
612-334-6300 or by email at prospectus@chlm.com;
or B. Riley FBR, Inc., 11100 Santa Monica Blvd., Suite 800, Los
Angeles, CA 90025, by telephone at 888-295-0155 or by email at
capitalmarkets@brileyco.com.
The final terms of the proposed offering will be disclosed in a
final prospectus supplement to be filed with the SEC.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in this offering.
Nor shall there be any sale of these securities in any state or
jurisdiction in which such offering, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Fusion
Fusion,
a leading provider of integrated cloud solutions to small, medium
and large businesses, is the industry’s single source for the
cloud. Fusion's advanced, proprietary cloud service platform
enables the integration of leading edge solutions in the cloud,
including cloud communications, contact center, cloud connectivity
and cloud computing. Fusion's innovative, yet proven cloud
solutions lower our customers’ cost of ownership, and deliver
new levels of security, flexibility, scalability and speed of
deployment. For more information, please visit www.fusionconnect.com.
Forward Looking Statements
Statements
in this press release that are not purely historical facts,
including statements regarding Fusion’s beliefs,
expectations, intentions or strategies for the future, may be
“forward-looking statements” under the Private
Securities Litigation Reform Act of 1995. Such statements consist
of any statement other than a recitation of historical fact and may
sometimes be identified by the use of forward-looking terminology
such as “may,” “expect,”
“anticipate,” “intend,”
“estimate” or “continue” or the negative
thereof or other variations thereof or comparable terminology. The
reader is cautioned that all forward-looking statements are
speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ from those referred
to in such forward-looking statements. Important risks regarding
Fusion’s business include Fusion’s ability to raise the
capital necessary to fund its acquisition of Birch Communications
Holdings, Inc., its ability to obtain the required approvals
necessary to close that transaction and its ability to integrate
that business following the closing; Fusion’s ability to
comply with covenants included in its senior debt agreements;
competitors with broader product lines and greater resources;
emergence into new markets; natural disasters, acts of war,
terrorism or other events beyond Fusion’s control; and other
factors identified by Fusion from time to time in its filings with
the SEC, which are available through http://www.sec.gov. However,
the reader is cautioned that Fusion’s future performance
could also be affected by risks and uncertainties not enumerated
above.
In the
event that there is any inconsistency between the information
contained in this press release and the information set forth in
Fusion’s Annual Report on Form 10-K, as amended, or Quarterly
Reports on Form 10-Q filed with the SEC, the information contained
in the Annual Report on Form 10-K or Quarterly Reports on Form 10-Q
governs.
Fusion Contact
Brian Coyne
212-201-2404
bcoyne@fusionconnect.com
Investor Relations
Chris
Tyson
MZ
North America
(949)
491-8235
FSNN@mzgroup.us
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