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Agilysys Announces Pricing of Secondary Offering of Common Stock by Selling Stockholders

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Agilysys, Inc. (NASDAQ: AGYS) announces the pricing of an underwritten secondary offering of 867,729 shares of its common stock, resulting in gross proceeds of $72.7 million. The Offering is by certain investment funds managed by MAK Capital, with Agilysys not selling any shares and not receiving any proceeds from the sale. The Offering is expected to close on February 20, 2024, with BTIG, LLC acting as the sole underwriter.
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  • Agilysys, Inc. (AGYS) announces underwritten secondary offering of 867,729 shares of common stock.
  • Gross proceeds to selling stockholders amount to $72.7 million.
  • Offering managed by investment funds by MAK Capital.
  • Agilysys will not sell any shares or receive proceeds from the Offering.
  • Expected closing date of Offering is February 20, 2024.
  • BTIG, LLC is the sole underwriter for the Offering.
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Insights

The secondary offering of shares by certain investment funds managed by MAK Capital in Agilysys represents a notable event for current and potential investors. Such offerings can often lead to changes in the stock's liquidity and can sometimes be indicative of the selling shareholders' view of the stock's future performance. It is important to note that while Agilysys is not directly benefiting financially from the offering, the increased market liquidity and potential changes to the shareholder base could indirectly affect the company's stock performance.

Furthermore, the offering size of 867,729 shares resulting in gross proceeds of $72.7 million is substantial and could lead to a dilution of existing shareholders' stakes, albeit not affecting the company's treasury since it is not issuing new shares. The closing of the offering is subject to customary conditions and the fact that BTIG, LLC is acting as the sole underwriter could suggest confidence in the ability to place these shares with investors.

From a financial perspective, the pricing of the secondary offering is critical. It is pegged to market prices, which suggests that the market's current valuation of Agilysys is acceptable to both MAK Capital and the underwriter. Investors should monitor the stock's performance closely around the time of the offering to understand market sentiment. Additionally, secondary offerings can sometimes be perceived as a signal that major shareholders are looking to reduce their positions, which can have varying interpretations.

It would be prudent for investors to consider the implications of this offering on Agilysys's market capitalization and to evaluate how the redistribution of shares might impact the stock's volatility and trading volumes. The timing and execution of the sale, as indicated, could be spread out, which might mitigate any potential negative impact on the stock price due to a large one-time sale.

The legal framework of the secondary offering is also of interest. The offering is being conducted pursuant to an effective shelf registration statement, which allows for a more expedited process in selling securities. The SEC's involvement through the registration statement and the requirement for a final prospectus supplement ensures transparency and provides investors with essential information. Compliance with state and federal securities laws is crucial to avoid legal repercussions and the disclaimer in the press release highlights the importance of adhering to these regulations.

Prospective buyers of the offering should review the final prospectus supplement carefully to understand the terms of the offering and any risks associated with the investment. The role of BTIG, LLC in distributing the prospectus and facilitating the offering is typical of such transactions and their expertise in syndicate operations can often be a stabilizing factor in the execution of the offering.

ALPHARETTA, Ga.--(BUSINESS WIRE)-- Agilysys, Inc. (NASDAQ: AGYS) (“Agilysys,” “our” or the “Company”), a leading global provider of hospitality software solutions that deliver High Return Hospitality, today announced the pricing of the previously announced underwritten secondary offering of 867,729 shares of its common stock (the “Offering”) by certain investment funds managed by MAK Capital, resulting in gross proceeds to the selling stockholders of $72.7 million. Agilysys is not selling any shares in the Offering and will not receive any proceeds from the sale of the offered shares by the selling stockholders. The Offering is expected to close on February 20, 2024, subject to customary closing conditions.

BTIG, LLC is acting as the sole underwriter for the Offering. The shares will be offered from time-to-time for sale in one or more transactions on the Nasdaq Stock Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The Offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2023. The Offering is being made only by means of a final prospectus supplement and the accompanying base prospectus, copies of which may be obtained through the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from: BTIG, LLC, 600 Montgomery Street, San Francisco, CA 94111 Attention: Syndicate Department (415-248-2200) or by email at prospectusdelivery@btig.com.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Agilysys:

Agilysys exclusively delivers state-of-the-art software solutions and services that help organizations achieve High Return Hospitality™ by maximizing Return on Experience (ROE) through interactions that make ‘personal’ profitable. Customers around the world use Agilysys Property Management Systems (PMS), Point-of-Sale (POS) solutions and Inventory and Procurement (I&P) systems to consistently delight guests, retain staff and grow margins. Agilysys’ 100% hospitality customer base includes branded and independent hotels; multi-amenity resorts; casinos; property, hotel and resort management companies; cruise lines; corporate dining providers; higher education campus dining providers; food service management companies; hospitals; lifestyle communities; senior living facilities; stadiums; and theme parks. Agilysys operates across the Americas, Europe, the Middle East, Africa, Asia-Pacific, and India with headquarters located in Alpharetta, GA.

Forward-Looking Language:

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements related to future events, including, but not limited to statements regarding the Offering, including the consummation thereof. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K and Form 10-Q.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement that may be made from time to time, whether written or oral, whether as a result of new information, future developments or otherwise.

Investor Contact:

Jessica Hennessy

Senior Director Corporate Strategy & Investor Relations

Agilysys, Inc.

770-810-6116 or investorrelations@agilysys.com

Source: Agilysys, Inc.

FAQ

How many shares are included in the underwritten secondary offering by Agilysys, Inc. (AGYS)?

867,729 shares of common stock.

What is the gross proceeds to the selling stockholders from the Offering?

$72.7 million.

Who is managing the investment funds for the Offering?

MAK Capital.

Will Agilysys receive any proceeds from the sale of shares in the Offering?

No, Agilysys will not receive any proceeds.

When is the expected closing date of the Offering?

February 20, 2024.

Which company is acting as the sole underwriter for the Offering?

BTIG, LLC.

Agilysys, Inc.

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