[September 02, 2014] |
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Clovis Oncology to Offer $200 Million of Convertible Senior Notes
BOULDER, Colo. --(Business Wire)--
Clovis Oncology, Inc. (NASDAQ: CLVS) announced today that, subject to
market and other conditions, it intends to offer $200 million aggregate
principal amount of its convertible senior notes due 2021 (the "notes")
in a private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended. Clovis Oncology
also expects to grant the initial purchasers a 30-day option to purchase
up to $30 million aggregate principal amount of additional notes on the
same terms and conditions.
The interest rate, conversion rate and other terms will be determined at
the time of pricing of the offering. The holders of the notes may
convert their notes at their option at any time prior to the close of
business on the business day immediately preceding the maturity date,
September 15, 2021. Clovis Oncology will not have the right to redeem
the notes prior to September 15, 2018. Holders of the notes may require
Clovis Oncology to repurchase for cash all or part of their notes upon
certain fundamental changes at a repurchase price equal to 100% of the
principal amount of the notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the fundamental change repurchase date. In
addition, following certain corporate events that occur prior to the
maturity date or upon Clovis Oncology's issuance of a notice of
redemption, Clovis Oncology will increase the convrsion rate for a
holder who elects to convert its notes in connection with such corporate
event or during the related redemption period in certain circumstances.
The net proceeds from the sale of the notes will be used for general
corporate purposes, including funding of Clovis Oncology's development
programs, payments of milestones pursuant to its license agreements,
general and administrative expenses, acquisition or licensing of
additional product candidates or businesses and working capital.
The notes and the shares of common stock issuable upon conversion of the
notes have not been registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an applicable exemptions from the
registration requirements of the Securities Act and applicable state
securities laws. This press release does not constitute an offer to sell
or the solicitation of an offer to buy the notes or any other
securities, nor will there be any sale of notes or any other 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 Clovis Oncology
Clovis Oncology, Inc. is a biopharmaceutical company focused on
acquiring, developing and commercializing innovative anti-cancer agents
in the U.S., Europe and additional international markets. Clovis
Oncology targets development programs at specific subsets of cancer
populations, and simultaneously develops diagnostic tools that direct a
compound in development to the population that is most likely to benefit
from its use. Clovis Oncology is headquartered in Boulder, Colorado.
To the extent that statements contained in this press release are not
descriptions of historical facts regarding Clovis Oncology, they are
forward-looking statements reflecting the current beliefs and
expectations of management made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve substantial risks and uncertainties
that could cause Clovis Oncology's actual results, performance or
achievements to differ significantly from those expressed or implied by
the forward-looking statements. Such risks and uncertainties include,
among others, the timing and size of the offering, the conditions
affecting the capital markets, general economic, industry, or political
conditions, and the satisfaction of customary closing conditions related
to the proposed offering. Clovis Oncology undertakes no obligation to
update or revise any forward-looking statements.
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