The notes will be senior unsecured obligations of the Company and interest will be payable semi-annually. The notes may be converted at the option of the holders, under certain circumstances and during certain periods, into cash and, if applicable, shares of the Company's common stock. The notes will be net share settled upon conversion such that the Company will deliver cash equal to the lesser of the aggregate principal amount of notes to be converted and the Company's total conversion obligation, plus shares for the remainder, if any, of the conversion obligation. The interest rate, conversion rate, offering price and other terms of the notes will be determined by the Company and the underwriters.
In connection with the offering of the notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the underwriters (and/or their respective affiliates) (the "hedge counterparties"). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that will initially underlie the notes, and are intended to reduce the dilutive impact of the conversion feature of the notes on the Company's outstanding shares of common stock. The Company also expects to enter into privately negotiated warrant transactions with the hedge counterparties initially relating to the same number of shares of the Company's common stock. The warrant transactions could separately have a dilutive effect to the extent that the market price per share of the Company common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants. In addition, if the underwriters exercise their overallotment option to purchase additional notes, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the hedge counterparties covering the number of shares underlying such additional notes.
The Company has been advised that, in connection with establishing their initial hedge of the convertible note hedge transactions and warrant transactions, the hedge counterparties or their respective affiliates expect to purchase the Company's common stock in privately negotiated transactions and/or open market transactions and/or enter into derivative transactions with respect to the Company's common stock concurrently with, or shortly following, the pricing of the notes. In addition, the hedge counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivatives with respect to the Company's common stock and/or by purchasing or selling the Company's common stock in privately negotiated transactions and/or open market transactions following the pricing of the notes (and are likely to do so during any period following a conversion of notes). Any of these hedging activities could impact the market price of the Company's common stock or the notes.
The Company intends to use a portion of the net proceeds from the notes offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the Company from the warrant transactions). The balance of the net proceeds will be used for working capital and general corporate purposes, including, without limitation, the repayment, repurchase or redemption of outstanding indebtedness or the acquisition of income-generating assets.
The registration statement pursuant to which this offering is being made is effective pursuant to the Securities Act of 1933. Offers and sales of the Notes may be made only by the prospectus and related prospectus supplement, which, when available, may be obtained from
Keywords for this news article include: Pharmaceutical Companies, Drugs, Therapy, Biopharmaceuticals,
Our reports deliver fact-based news of research and discoveries from around the world. Copyright 2014, NewsRx LLC
Most Popular Stories
- Obama, Ukraine Discuss Russian Incursion in Crimea
- Chinese May Have Spotted Malaysia Airlines Debris
- Social Media Causee Sleep Deprivation in Students
- First-time Jobless Claims Drop Unexpectedly
- Banks Buying Little From Minority Firms: Study
- General Electric Plans IPO of Credit Card Unit
- 'Candy Crush' Maker Files IPO
- SXSW Crash Kills 2, Injures 23
- First-time U.S. Jobless Claims Hit 3-month Low
- U.S. Business Inventories Up, Retail Sales Down