[September 03, 2014] |
|
Clovis Oncology Announces Pricing of $250 Million of Convertible Senior Notes
BOULDER, Colo. --(Business Wire)--
Clovis Oncology, Inc. (NASDAQ: CLVS) announced today the pricing of $250
million aggregate principal amount of its 2.50% convertible senior notes
due 2021 in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
Clovis Oncology has also granted the initial purchasers a 30-day option
to purchase up to $37.5 million aggregate principal amount of additional
notes on the same terms and conditions.
The notes will bear interest at a rate of 2.50% per annum, payable
semi-annually on March 15th and September 15th of
each year. The notes will mature on September 15, 2021 unless earlier
converted, redeemed or repurchased. 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 at an
initial conversion rate of 16.1616 shares of Clovis Oncology's common
stock per $1,000 principal amount of notes, which is equivalent to the
initial conversion price of approximately $61.88 per share of common
stock. The initial conversion price of the notes represents a premium of
approximately 37.5% to $45.00 per share, the last reported sale price of
Clovis Oncology's common stock on September 3, 2014.
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,
followingcertain 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 conversion 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 offering of the notes is expected to close on September 9, 2014,
subject to customary closing conditions. 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 exemption 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 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. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks relating
to the business of the company in general, see Clovis Oncology's Annual
Report on Form 10-K for the year ended December 31, 2013 and its other
reports filed with the Securities and Exchange Commission.
[ Back To TMCnet.com's Homepage ]
|