Proto Labs Announces the Pricing of its Follow-On Public Offering

MAPLE PLAIN, Minn.--(BUSINESS WIRE)--Proto Labs, Inc. (NYSE: PRLB) announced today the pricing of a follow-on offering of 3.6 million shares of its common stock, of which 3.5 million shares will be sold by certain selling shareholders and 100,000 shares will be sold by Proto Labs, at a price to the public of $31.00 per share. In addition, certain of the selling shareholders have granted the underwriters an option to purchase up to an additional 540,000 shares of common stock. Proto Labs will not receive any of the proceeds from the sale of the shares sold by the selling shareholders.

The principal purposes of this offering are to facilitate an orderly distribution of shares for the selling shareholders and to increase Proto Labs’ public float. Proto Labs intends to use the proceeds that it receives from the offering to pay the expenses that it incurs in connection with the offering and for working capital and general corporate purposes. As part of the offering, Proto Labs, all selling shareholders, as well as all of Proto Labs’ executive officers and directors, have entered into lock-up agreements for a period of 90 days following the offering.

Morgan Stanley & Co. LLC and Piper Jaffray & Co. are acting as joint book-running managers for the offering. William Blair & Company, L.L.C., Needham & Company, LLC, Craig-Hallum Capital Group LLC and Dougherty & Company LLC are acting as co-managers for the offering.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on November 15, 2012. This offering will be made only by means of a prospectus. A copy of the final prospectus, when available, may be obtained from the offices of Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, New York 10014, or by email at [e-mail]; or Piper Jaffray & Co., Attention: Prospectus Department, at 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, or by email at [e-mail]

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

About Proto Labs, Inc.
Proto Labs is a leading online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Proto Labs provides “Real Parts, Really Fast” to product developers worldwide. Proto Labs utilizes computer numerical control (CNC) machining and injection molding to manufacture custom parts for our customers.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Proto Labs to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are described in the “Risk Factors” section of the preliminary prospectus relating to the proposed offering, as filed with the SEC, as well as in Proto Labs’ subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on Proto Labs’ future results. The forward-looking statements included in this press release are made only as of the date hereof. Proto Labs cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Proto Labs expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.