BAUDETTE, Minn., Dec. 5, 2014 /PRNewswire/ -- ANI Pharmaceuticals,
Inc. (NASDAQ: ANIP) (the "Company") today announced the pricing of
an underwritten public offering of $125,000,000 aggregate principal amount of its
3.00% Convertible Senior Notes due 2019 (the "Notes"). The
aggregate principal offering amount was increased from the
previously announced offering size of $100,000,000. The underwriters have a
30-day option to purchase up to an additional $18,750,000 aggregate principal amount of the
Notes from the Company, solely to cover over-allotments, if any.
The initial conversion rate of the Notes will be 14.3916 shares of
the Company's common stock per $1,000
principal amount of Notes, which is equal to a conversion price of
approximately $69.48 per share,
subject to adjustment in certain circumstances. As a result of the
convertible note hedge and warrant transactions described below,
the initial effective conversion price for the Notes, solely from
the perspective of the Company, is $96.21 per share, which represents an 80% premium
to the closing sale price of the Company's common stock on
December 4, 2014.
Closing of the offering is subject to customary closing
conditions and is expected to occur on December 10, 2014. 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 will pay interest semiannually at a rate of 3.00% per
annum and will mature on December 1,
2019, unless earlier repurchased or converted. The
initial conversion rate of the Notes is subject to adjustment upon
the occurrence of certain events, but will not be adjusted for any
accrued and unpaid interest. 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 Company expects to use approximately $13.6 million of the net proceeds of the offering
of the Notes to pay the cost of the convertible note hedge
transaction described below after such cost is partially offset by
the proceeds of the warrant transaction described below to raise
the effective initial conversion price of the Notes from the
Company's perspective, 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. are serving as joint book-running managers for the
offering.
In connection with the pricing of the Notes, the Company entered
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 will not be required to make any cash
payments to the hedge counterparty or its affiliates under the
convertible note hedge transaction and will be entitled to receive
from the hedge counterparty a number of shares of the Company's
common stock, an amount of cash or a combination of cash and shares
of the Company's common stock generally based on the amount by
which the market price per share of the Company's common stock, as
measured under the terms of the convertible note hedge transaction,
is greater than the conversion price of the Notes during the
relevant valuation period under the convertible note hedge
transaction.
The Company also entered into a privately negotiated warrant
transaction with the hedge counterparty. The warrant
transaction will separately have a dilutive effect to the extent
the market price per share of the Company's common stock exceeds
the strike price of the warrant transaction. The strike price
of the warrant transaction will initially be approximately
$96.21 per share, which represents a
premium of 80% over the last reported sale price of the Company's
common stock on December 4, 2014, and
is subject to certain adjustments under the terms 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 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 Pharmaceuticals, 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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/ani-pharmaceuticals-announces-pricing-of-upsized-125-million-convertible-notes-offering-300005441.html
SOURCE ANI Pharmaceuticals, Inc.