Jamf (Nasdaq: JAMF), the standard in managing and securing Apple at
work, today announced the pricing of an underwritten public
offering (the “Offering”) of 8,956,522 shares of its common stock
by investment funds affiliated with Vista Equity Partners (the
“Selling Stockholders”), at a price to the public of $18.25 per
share. The Offering is expected to close on May 16, 2024, subject
to the satisfaction of customary closing conditions. The
underwriters will have a 30-day option to purchase up to an
additional 1,043,478 shares of Jamf’s common stock from the Selling
Stockholders.
Jamf is not selling any shares of common stock in this offering
and will not receive any proceeds from the sale of shares by the
Selling Stockholders, but will bear the costs associated with the
sale of such shares, other than any underwriting discounts and
commissions.
In addition, Jamf has agreed to purchase from the underwriters
2,000,000 shares of Jamf’s common stock that are the subject of the
Offering at the same per share price to be paid by the underwriters
to the Selling Stockholders in the Offering (the “Stock
Repurchase”). Jamf intends to fund the concurrent Stock Repurchase
with existing cash on hand. The Stock Repurchase is conditioned
upon the completion of the Offering and therefore there can be no
assurance that the Stock Repurchase will be completed. The Offering
is not conditioned upon the completion of the Stock Repurchase.
Morgan Stanley, Goldman Sachs & Co. LLC and J.P. Morgan are
acting as joint lead book-running managers of the Offering. BofA
Securities, Barclays, RBC Capital Markets, Mizuho and HSBC are
acting as joint book-running managers of the Offering. Canaccord
Genuity, Citizens JMP, Piper Sandler, William Blair, Needham &
Company, Loop Capital Markets, CastleOak Securities, L.P., Stern
Brothers & Co. and Drexel Hamilton are acting as co-managers of
the Offering.
The Registration Statement on Form S-3 relating to these
securities has been filed with the SEC and became effective upon
such filing. The offering will be made only by means of a
prospectus and an accompanying prospectus supplement. Before
investing, prospective investors should read the prospectus, any
accompanying prospectus supplement and the documents incorporated
by reference therein for more complete information. A copy of the
prospectus and preliminary prospectus supplement relating to this
offering and a copy of the final prospectus supplement, when
available, may be obtained by visiting the SEC’s website at
www.sec.gov. Alternatively, copies of the documents relating to
this offering may be obtained if you request them by contacting:
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs &
Co. LLC, Prospectus Department, 200 West Street, New York, NY
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or
email: prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of federal securities laws, which statements involve
substantial risks and uncertainties. Forward-looking statements
generally relate to future events or our future financial or
operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“may,” “can,” “will,” “would,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “forecasts,”
“potential,” or “continue,” or other similar terms or expressions
that concern our expectations, strategy, plans, or intentions.
Forward-looking statements may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results,
performance, or achievements to be materially different from those
expressed or implied by the forward-looking statements. These
statements include, but are not limited to, statements regarding
the closing of the Offering and the Stock Repurchase.
The forward-looking statements contained in this press release
are also subject to additional risks, uncertainties, and factors,
including those more fully described in our Annual Report on Form
10-K for the fiscal year ended December 31, 2023 and our other
filings with the SEC. Moreover, we operate in a very competitive
and rapidly changing environment, and new risks and uncertainties
may emerge that could have an impact on the forward-looking
statements contained in this press release.
Given these factors, as well as other variables that may affect
our operating results, you should not rely on forward-looking
statements, assume that past financial performance will be a
reliable indicator of future performance, or use historical trends
to anticipate results or trends in future periods. The
forward-looking statements included in this press release relate
only to events as of the date hereof. We undertake no obligation to
update or revise any forward-looking statement as a result of new
information, future events, or otherwise, except as otherwise
required by law.
About Jamf
Jamf’s purpose is to simplify work by helping organizations
manage and secure an Apple experience that end users love and
organizations trust. Jamf is the only company in the world that
provides a complete management and security solution for an
Apple-first environment that is enterprise secure, consumer simple
and protects personal privacy.
Media Contact:
Rachel Nauenmedia@jamf.com
Investor Contact:
Jennifer Gaumondir@jamf.com
Jamf (NASDAQ:JAMF)
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