Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - Fusion Connect, Inc. | fsnn_8k.htm |
Exhibit 99.1
Fusion Announces Closing of its Public Offering of Common Stock and
Underwriters’ Full Exercise of Over-Allotment
Option
NEW
YORK, NY -- February 6, 2018 -- Fusion (NASDAQ: FSNN), a
leading provider of cloud services, announced today the closing of
its previously announced underwritten public offering of 12,937,500
shares of its common stock, including 1,687,500 shares for which
the underwriters exercised their over-allotment option in full, at
a price to the public of $3.20 per share for gross proceeds of
$41,400,000. The net proceeds, after underwriting discounts and
commissions, but before estimated expenses of the offering payable
by Fusion, were $38,709,000.
Pursuant
to Fusion’s Agreement and Plan of Merger with Birch
Communications Holdings, Inc., as amended, the shares sold in the
offering will not be counted as issued and outstanding for purposes
of calculating the number of shares of Fusion common stock to be
issued as consideration to the Birch shareholders in connection
with the closing of the merger. As a result, on a post-closing
basis, the dilutive effect of this offering will be shared pro rata
by current Fusion and Birch shareholders with current Fusion
shareholders bearing approximately 25% of the dilution and current
Birch shareholders bearing approximately 75% of the dilution from
the offering.
Craig-Hallum
Capital Group LLC acted as the sole book-running manager and B.
Riley FBR, Inc. acted as a co-manager for the
offering.
The
offering was 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 final prospectus supplement and accompanying
base prospectus relating to the offering were filed on February 1,
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.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in the 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
the Company’s business include the Company’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; the Company’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 the Company’s control;
and other factors identified by Fusion from time to time in its
filings with the Securities and Exchange Commission, 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 or Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission, 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