XenoPort Announces Proposed Offering of $100 Million Convertible Senior Notes due 2022
January 28 2015 - 4:36PM
Business Wire
XenoPort, Inc. (Nasdaq: XNPT) announced today that it intends to
offer, subject to market and other conditions, $100 million
aggregate principal amount of convertible senior notes due 2022 in
a private placement to qualified institutional buyers pursuant to
Rule 144A (the “offering”) under the Securities Act of 1933, as
amended (the “Securities Act”). In connection with the offering,
XenoPort expects to grant the initial purchasers of the notes a
30-day option to purchase up to an additional $15 million aggregate
principal amount of the notes from XenoPort to cover
over-allotments, if any.
XenoPort currently expects to use the net proceeds from the
proposed offering to continue to commercialize HORIZANT, for
further clinical development, including its XP23829 product
candidate, and for general corporate purposes.
The notes will be general unsecured obligations of XenoPort and
will accrue interest payable semiannually in arrears. The notes
will be convertible, at the option of the holders, into shares of
XenoPort common stock. The interest rate, initial conversion rate,
initial effective conversion price and other terms of the notes
will be determined at the time of pricing of the offering.
The notes will be sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the notes
nor the XenoPort common stock issuable upon conversion of the notes
have been or are expected to be registered under the Securities Act
or the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful. Any offers of the
notes will be made only pursuant to Rule 144A under the Securities
Act, including by means of a confidential offering memorandum.
About XenoPort
XenoPort, Inc. is a biopharmaceutical company focused on
developing and commercializing a portfolio of internally discovered
product candidates for the potential treatment of neurological
disorders.
Forward-Looking Statements
This press release contains "forward-looking" statements,
including, without limitation, all statements related to the
anticipated timing, terms and use of proceeds of the proposed
offering of the notes. Any statements contained in this press
release that are not statements of historical fact may be deemed to
be forward-looking statements. Words such as “intends,” “expects,”
“proposed,” "will" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements involve
risks and uncertainties. XenoPort's actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with market conditions, whether XenoPort
will offer the notes or be able to consummate the proposed offering
at the anticipated size or on the anticipated terms, or at all, the
satisfaction of closing conditions related to the proposed
offering, and risks related to the application of the net proceeds,
if any, from the proposed offering. There can be no assurance that
XenoPort will be able to complete the proposed offering at the
anticipated size or on the anticipated terms, or at all. In any
event, XenoPort may continue to need additional funding and may be
unable to raise capital when needed, which would force XenoPort to
delay, reduce or eliminate its product development programs or
commercialization efforts. These and other risk factors related to
XenoPort and its business are discussed under the heading "Risk
Factors" in XenoPort's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2014, filed with the Securities and
Exchange Commission on November 5, 2014. These forward-looking
statements are based upon XenoPort's current expectations. XenoPort
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.
XNPT2F
XenoPort, Inc.Jackie Cossmon, 408-616-7220ir@XenoPort.com
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