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Agilysys Announces Secondary Offering of Common Stock by Selling Stockholders

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Agilysys, Inc. (AGYS) commences a public offering of 867,729 shares of its common stock by investment funds managed by MAK Capital. Agilysys will not receive any proceeds from the sale. The Offering is being underwritten by BTIG, LLC and made pursuant to an effective shelf registration statement filed with the SEC. Interested parties can obtain copies of the prospectus through the SEC's website or BTIG, LLC. This press release does not constitute an offer to sell securities.
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From a market perspective, the public offering of shares by investment funds managed by MAK Capital in Agilysys is a notable event. This move can signal various market sentiments, such as the investors' perception of the stock's current valuation or their strategic portfolio adjustments. It's important to analyze the volume of shares being offered in relation to the company's total outstanding shares. A significant percentage could imply potential dilution effects or a shift in the shareholder base, which might influence stock performance.

Moreover, the manner in which the shares are sold, whether through the Nasdaq Stock Market, over-the-counter transactions, or directly negotiated deals, can affect the liquidity and volatility of Agilysys' stock. Market participants will closely monitor the sale prices relative to the market's prevailing prices to gauge investor appetite and the underwriter's confidence in the stock's stability and growth prospects.

Financially, Agilysys' decision not to participate in the sale and not to receive any proceeds is a critical detail. This indicates that the company's capital structure and operational funding are not directly affected by this transaction. However, for current and potential investors, the offering could lead to changes in stock demand and supply dynamics, potentially impacting the stock price.

Investors should also consider the timing of the offering and its alignment with the company's financial calendar, such as proximity to earnings reports or major corporate announcements. The shelf registration statement's existence since September 2023 suggests a planned and strategic approach to capital market activities by the selling shareholders, which could be a response to Agilysys' operational performance or market conditions.

The legal aspects of such an offering are governed by the Securities and Exchange Commission regulations. The effectiveness of the shelf registration statement and the use of a preliminary prospectus supplement are standard procedures for public offerings. Compliance with these regulations ensures transparency for investors and protects all parties involved.

It is also important to note the disclaimer regarding the sale of securities in jurisdictions where it would be unlawful without proper registration or qualification. This underlines the importance of adherence to varying state and federal securities laws, which can affect the distribution and accessibility of the offering to potential investors across different regions.

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 commencement of a public offering of 867,729 shares of its common stock (the “Offering”) by certain investment funds managed by MAK Capital. 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.

BTIG, LLC is acting as the sole underwriter for the Offering. The underwriter intends to offer the shares 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 preliminary 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 size and 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 of common stock is Agilysys offering in the public offering?

Agilysys is offering 867,729 shares of its common stock in the public offering.

Who is underwriting the Offering for Agilysys?

BTIG, LLC is acting as the sole underwriter for the Offering for Agilysys.

How can interested parties obtain copies of the prospectus for the Offering?

Interested parties can obtain copies of the prospectus through the SEC's website or BTIG, LLC.

Does Agilysys expect to receive any proceeds from the sale of shares in the Offering?

Agilysys will not receive any proceeds from the sale of shares in the Offering.

What type of securities laws govern the Offering?

The Offering is being made in compliance with the securities laws of the relevant states and jurisdictions.

Agilysys, Inc.

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About AGYS

agilysys is a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality industry. the company specializes in market-leading point-of-sale, property management, inventory & procurement, workforce management and mobile & wireless solutions that are designed to streamline operations, improve efficiency and enhance the guest experience. agilysys serves casinos, resorts, hotels, foodservice venues, stadiums and cruise lines. agilysys operates extensively throughout north america, europe and asia, with corporate services located in alpharetta, ga, and apac offices in singapore, hong kong and malaysia. for more information, visit www.agilysys.com. follow us on twitter @agilysys