BAUDETTE, Minn., Dec. 4, 2014 /PRNewswire/ -- ANI
Pharmaceuticals, Inc. (NASDAQ: ANIP) (the "Company") today
announced that it is offering $100,000,000 aggregate principal amount of
Convertible Senior Notes in an underwritten public offering (the
"Notes"). The underwriters will have the option to purchase
within 30 days from the date of the offering up to an additional
$15,000,000 aggregate principal
amount of the Notes from the Company to cover over-allotments, if
any. All of the Notes will be issued under the Company's currently
effective shelf registration statement filed with the Securities
and Exchange Commission. The Notes will be the Company's
senior unsecured obligations and will rank equally with all of its
present and future senior unsecured debt and senior to any future
subordinated debt.
The Notes are expected to mature on December 1, 2019, unless earlier repurchased or
converted. Prior to June 1,
2019, the Notes will be convertible only upon certain
circumstances and during certain periods, and thereafter will be
convertible at any time prior to the close of business on the
second scheduled trading day prior to maturity. Upon conversion,
holders will receive cash, shares of the Company's common stock or
a combination thereof at the Company's election. The interest rate,
conversion rate and other terms of the Notes will be determined at
the time of pricing of the offering.
In connection with the pricing of the Notes, the Company expects
to enter into a privately negotiated convertible note hedge
transaction with one of the underwriters or its affiliate (the
"hedge counterparty"). The convertible note hedge transaction
is expected generally to reduce the potential dilution to the
Company's common stock upon any conversion of Notes and/or offset
the cash payments the Company is required to make in excess of the
principal amount of converted Notes, as the case may be, in the
event that the market price of the Company's common stock is
greater than the strike price of the convertible note hedge
transaction, which initially corresponds to the conversion price of
the Notes and is subject to anti-dilution adjustments substantially
similar to those applicable to the conversion rate of the
Notes. The Company also expects to enter into a privately
negotiated warrant transaction with the hedge counterparty. The
warrant transaction would separately have a dilutive effect to the
extent that the market price per share of the Company's common
stock exceeds the strike price of the warrant transaction. If the
underwriters exercise their option to purchase additional Notes,
the Company intends to enter into an additional convertible note
hedge transaction and an additional warrant transaction with the
hedge counterparty.
The Company expects that in connection with establishing its
initial hedge of the convertible note hedge transaction and the
warrant transaction, the hedge counterparty or its affiliate may
enter into various derivative transactions with respect to the
Company's common stock concurrently with, or shortly after, the
pricing of the Notes. This activity could increase (or reduce the
size of any decrease in) the market price of the Company's common
stock or the Notes at that time. In addition, the Company
expects that the hedge counterparty or its affiliate may modify its
hedge position by entering into or unwinding derivative
transactions with respect to the Company's common stock and/or by
purchasing or selling shares of the Company's common stock or other
securities of the Company in secondary market transactions
following the pricing of the Notes and prior to the maturity of the
Notes (and is likely to do so during any observation period
relating to a conversion of the Notes). This activity could also
cause or avoid an increase or a decrease in the market price of the
Company's common stock or the Notes, which could affect the ability
of noteholders to convert the Notes and, to the extent the activity
occurs during any observation period related to a conversion of the
Notes, could affect the number of shares and value of the
consideration that noteholders will receive upon conversion of the
Notes.
The Company expects to use a portion of the net proceeds of the
offering of the Notes to pay the cost of the convertible note hedge
transaction described above (after such cost is partially offset by
the proceeds to the Company of the warrant transaction described
above), and to use the remaining proceeds of the offering for
research, development and commercialization of our drug products,
to acquire complementary businesses, products, and technologies
that we may identify from time to time and for other working
capital and general corporate purposes.
Guggenheim Securities, LLC and Nomura Securities International,
Inc. will serve as joint book-running managers for the
offering.
The offering of these securities may be made only by means of a
prospectus and a related prospectus supplement, a copy of which may
be obtained upon written request to Investor Relations, c/o ANI
Pharmaceuticals, Inc., 210 Main Street West, Baudette, Minnesota, 56623, Guggenheim
Securities, LLC at Attention: Equity Syndicate Department, 330
Madison, 8th Floor, New York, NY
10017, or by telephone at (212) 518-9349, or by email to
GSEquityProspectusDelivery@guggenheimpartners.com or Nomura
Securities International, Inc. at Attention: ECM Syndicate Dept,
5th floor, 309 West 49th Street, New
York, New York 10019-7316.
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 in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any state.
About ANI Pharmacueticals, Inc.
ANI Pharmaceuticals, Inc. is an integrated specialty
pharmaceutical company developing, manufacturing, and marketing
branded and generic prescription pharmaceuticals. The Company's
targeted areas of product development currently include narcotics,
oncolytics (anti-cancers), hormones and steroids, and complex
formulations involving extended release and combination
products.
Forward-Looking Statements
To the extent any statements made in this press release deal
with information that is not historical, these are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited
to, statements about price increases, the Company's future
operations, products financial position, operating results and
prospects , the Company's pipeline or potential markets therefor,
and other statements that are not historical in nature,
particularly those that utilize terminology such as "anticipates,"
"will," "expects," "plans," "potential," "future," "believes,"
"intends," "continue," other words of similar meaning, derivations
of such words and the use of future dates.
Uncertainties and risks may cause the Company's actual results
to be materially different than those expressed in or implied by
such forward-looking statements. Uncertainties and risks include,
but are not limited to, the risk that the Company may face with
respect to importing raw materials; increased competition; delays
or failure in obtaining product approval from the U.S. Food and
Drug Administration; general business and economic conditions;
market trends; products development; regulatory and other approvals
and marketing.
More detailed information on these and additional factors that
could affect the Company's actual results are described in the
Company's filings with the Securities and Exchange Commission,
including its most recent annual report on Form 10-K and quarterly
reports on Form 10-Q, as well as its proxy statement. All
forward-looking statements in this press release speak only as of
the date of this press release and are based on the Company's
current beliefs, assumptions, and expectations. The Company
undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
For more information about ANI, please contact:
Investor Relations
(218) 634-3608
IR@anipharmaceuticals.com
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SOURCE ANI Pharmaceuticals