Amarin Announces Private Exchange Transactions Regarding Outstanding Senior Exchangeable Notes
May 15 2014 - 5:00AM
Amarin Corporation plc (Nasdaq:AMRN) ("Amarin"), announced today
that it and its wholly owned subsidiary, Corsicanto Limited, a
private limited company incorporated under the laws of Ireland (the
"Issuer"), have entered into separate, privately negotiated
exchange agreements with certain holders of its outstanding 3.50%
Exchangeable Senior Notes due 2032 issued on January 9, 2012 (the
"2012 Notes") pursuant to which the Issuer will exchange $118.734
million in aggregate principal amount of the 2012 Notes for
$118.734 million in aggregate principal amount of new 3.50% May
2014 Exchangeable Senior Notes due 2032 (the "2014 Notes").
Following the closing of these transactions, $31.266 million in
aggregate principal amount of the 2012 Notes will remain
outstanding with terms unchanged. The 2014 Notes will be
exchangeable into American Depositary Shares of Amarin ("ADSs") at
the option of the holders at an initial exchange rate of 384.6154
ADSs per $1,000 principal amount of 2014 Notes (equivalent to an
initial exchange price of approximately $2.60 per ADS), subject to
adjustment in certain circumstances. The exchange is expected to
close on May 20, 2014, subject to customary closing conditions.
The 2014 Notes will accrue interest at an annual rate of 3.50%
from, and including, January 15, 2014. Interest on the 2014 Notes
will be payable semiannually in arrears on January 15 and July 15
of each year, beginning July 15, 2014. The 2014 Notes will mature
on January 15, 2032, unless previously repurchased, redeemed or
exchanged in accordance with their terms prior to such date. The
Issuer's obligations under the 2014 Notes will be fully and
unconditionally guaranteed by Amarin.
Holders of the 2014 Notes will have the option to require the
Issuer to purchase any outstanding 2014 Notes on each of January
19, 2019, January 19, 2024 and January 19, 2029 at a purchase price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest thereon. The Issuer will have the right to redeem
the 2014 Notes on or after January 19, 2018 at a redemption price
equal to 100% of the principal amount thereof, plus accrued but
unpaid interest thereon. The 2014 Notes will also provide the
Issuer with the option to exchange the 2014 Notes in whole or in
part, prior to maturity, into the underlying ADSs, provided the
trading price of one ADS of Amarin equals or exceeds $2.86 (or 110%
of the then applicable exchange price) for the required measurement
period. If the Issuer exercises the exchange option on or before
January 15, 2018, in certain circumstances, the applicable exchange
rate will be increased in accordance with a make-whole table
included in the indenture that will govern the 2014 Notes. In
addition, the exchange rate will be increased in certain
circumstances for exchanges in connection with certain fundamental
changes in accordance with the same make-whole table.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful. The 2014 Notes and the
ADSs issuable upon exchange of the 2014 Notes will not be
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from registration requirements.
About Amarin
Amarin Corporation plc is a biopharmaceutical company focused on
the commercialization and development of therapeutics to improve
cardiovascular health. Amarin's product development program
leverages its extensive experience in lipid science and the
potential therapeutic benefits of polyunsaturated fatty acids.
Vascepa® (icosapent ethyl), Amarin's first FDA approved product, is
a patented, ultra-pure omega-3 fatty acid product comprising not
less than 96% EPA and is available by prescription.
Forward-Looking Statements
This press release contains forward-looking statements
concerning Amarin's expectations, anticipations, intentions,
beliefs or strategies regarding the proposed exchange transactions,
the principal amount of 2012 Notes subject to the exchange and the
resulting allocation of principal between the 2012 Notes and 2014
Notes, and the applicable conversion price of the 2014 Notes. These
forward-looking statements are not promises or guarantees and
involve substantial risks and uncertainties. Among the factors that
could cause actual results to differ materially from those
described or projected herein are the following: financial market
conditions, actions by our exchange counterparties prior to the
closing of the exchange transaction, our ability to continue to
commercialize and increase market acceptance of Vascepa, our
continued interactions with the FDA, the inherent uncertainties
maintaining intellectual property rights and protections, our
ability to successfully operate under current and future
collaboration arrangements, and the results of our current and
future clinical trials. A further list and description of these
risks, uncertainties and other risks associated with an investment
in Amarin can be found in Amarin's filings with the U.S. Securities
and Exchange Commission, including its most recent Quarterly Report
on Form 10-Q. Existing and prospective investors are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Amarin undertakes no obligation
to update or revise the information contained in this press
release, whether as a result of new information, future events or
circumstances or otherwise.
CONTACT: Michael Farrell
Investor Relations and Corporate Communications
Amarin Corporation
In U.S.: +1 (908) 719-1315
investor.relations@amarincorp.com
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