Success of the capital increase

Not for release, publication or distribution, directly or indirectly, in or into Canada, Australia or Japan.

Mersen successfully completes its capital increase for an amount of approximately €100 million

Paris, May 5, 2023 – Mersen (the “Company”), a global expert in electrical power and advanced materials, announces today it has successfully completed a capital increase with preferential subscription rights for an amount of approximately €100 million. The capital increase is designed to finance Mersen’s 2027 growth plan and complement cash generated by the Group and undrawn credit facilities.

Results of the capital increase

The gross proceeds of the Capital Increase (including the issue premium) amount to €100,055,424.00 and result in the issuance of 3,573,408 new shares (the "New Shares") at a subscription price of €28.0 per New Share.

Following the subscription period which ended on May 2, 2023, total demand amounted to approximately €202.6 million, representing an oversubscription rate of 2.0x:

• 3,356,088 New Shares have been subscribed on an irreducible basis and represent approximately 93.92% of the New Shares to be issued;
• Demand on a reducible basis involved 3,878,214 New Shares and will therefore only be partially allocated, in the amount of 217,320 New Shares allocated according to a coefficient of 0.03201140 calculated according to the number of rights submitted in support of irreducible subscriptions without resulting in an allocation of fractions of New Shares and without the allocation being greater than the number of New Shares requested on a reducible basis.

The capital increase was conducted by a syndicate of banks.

Indicative timetable for the capital increase

Issuance, settlement and delivery of the New Shares and commencement of trading on Euronext Paris are expected to take place on May 10, 2023 (the “Closing Date”). The New Shares will entitle their holders, immediately as from their date of issuance, to all dividends and distributions decided by Mersen as from such date. They will be immediately assimilated with existing shares of the Company and will be traded on the same trading line under the same ISIN code FR0000039620.

About Mersen

Mersen is a global expert in electrical specialties and advanced materials for high-tech industries. With more than 50 industrial sites and 18 R&D centers in 34 countries around the world, Mersen develops custom-built solutions and delivers key products for clients in order to meet the new technological challenges shaping tomorrow’s world. For over 130 years, Mersen’s teams has focused tirelessly on innovation to accompany its clients and meet their needs. Be it in solar power, electronics, electric vehicles, aerospace or other sectors, wherever technology is progressing, you will always find a bit of Mersen. We work to constantly contribute to progress, striving daily to improve people’s lives and protect the planet. This corporate commitment has been recognized by external rating agencies, Ecovadis (Gold Medal) and MSCI (AA rating).

Mersen is listed on Euronext Paris – Compartment B and is part of the SBF120 index

INVESTOR AND ANALYST CONTACT
Véronique Boca
VP, Communication Mersen
Tel. + 33 (0)1 46 91 54 40
Email: dri@mersen.com

Important information

No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, subscription for or purchase of Mersen S.A.’s securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Mersen S.A. assumes no responsibility for any violation of any such restrictions by any person.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) or Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).

With respect to the member States of the European Economic Area other than France (the “Member States”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Member States. As a result, any securities of Mersen S.A. may only be offered in Member States (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per Member State, other than qualified investors (as defined in the Prospectus Regulation) ; or (iii) in any other circumstances, not requiring Mersen S.A. to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by Mersen S.A. pursuant to Article 3 of the Prospectus Regulation, or a supplement to the Prospectus Regulation pursuant to Article 23 of the Prospectus Regulation.

With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in the United Kingdom. As a result, any securities of Mersen S.A. may only be offered in the United Kingdom (i) to qualified investors, as defined under Article 2 of the UK Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined in the UK Prospectus Regulation), with the prior consent of the Managers (as such term is defined in the transaction documents); or (iii) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”), provided that no such offer shall require Mersen S.A. to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

This press release and any other materials in relation to the securities of Mersen S.A. have not been made, and have not been approved, by an “authorised person” within the meaning of section 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities and other persons to whom it may be lawfully communicated within Article 49(2)(a) to (d) of the Order (all such persons mentioned in paragraphs (i), (ii) and (iii) collectively being referred to as “Relevant Persons”). Any securities are intended only for Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this press release or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the FSMA.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities in respect thereof have not been and will not be registered under the U.S. Securities Act and Mersen S.A. does not intend to make a public offer of its securities in the United States.

The distribution of this press release in certain countries may constitute a breach of applicable law.

The information contained in this press release does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.