Amarin Announces Mandatory Exchange of Exchangeable Senior Notes Issued in May 2014 and November 2015
August 26 2016 - 4:20PM
Amarin Corporation plc (NASDAQ:AMRN) (“Amarin”), announced today
that its wholly owned subsidiary, Corsicanto Limited, a private
limited company incorporated under the laws of Ireland (the
“Issuer”), provided notice that the Issuer has exercised its option
to mandatorily exchange all $118.734 million in aggregate principal
amount of its 3.50% May 2014 Exchangeable Senior Notes due 2032
(the “2014 Notes”) into American Depositary Shares (“ADSs”) of
Amarin, with each ADS representing one ordinary share of Amarin. As
a result, Amarin will issue 384.6154 ADSs per $1,000 principal
amount of 2014 Notes, subject to certain adjustments as provided in
the Indenture, dated May 20, 2014 by and among the Issuer, Amarin,
and Wilmington Trust, National Association, as trustee (the
“Indenture”) governing the 2014 Notes.
Amarin also announced today that it provided notice of the
exercise of Amarin’s option to mandatorily exchange all $31.266
million in aggregate principal amount of its 3.50% November 2015
Exchangeable Senior Notes due 2032 (the “2015 Notes”) into ADSs of
Amarin, with each ADS representing one ordinary share of Amarin. As
a result, Amarin will issue 384.6154 ADSs per $1,000 principal
amount of 2015 Notes, subject to certain adjustments as provided in
the 2015 Notes.
The mandatory exchange of the 2014 Notes will be effective on
September 12, 2016. As a condition to the mandatory exchange under
the Indenture, the daily volume weighted average pricing per ADS
equaled or exceeded $2.86 for at least 20 trading days in the
30-trading-day period commencing on July 18, 2016 and ending on
(and including) August 26, 2016. The date of notice of the exercise
of Issuer’s mandatory exchange option under the Indenture is August
26, 2016, and the “Optional Exchange Trigger Period” under the
Indenture began on July 18, 2016 and ended on (and included) August
26, 2016. The aggregate principal amount of 2014 Notes subject to
the Issuer’s mandatory exchange option is $118,734,000. The CUSIP
number of the 2014 Notes is 220480AB3. On and after the effective
date of the exchange, interest on the 2014 Notes will cease to
accrue. The name and address of the Paying Agent and Exchange Agent
under the Indenture are as follows:
- Paying Agent: Wilmington Trust, National Association, 50 S.
Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention:
Corsicanto Ltd. Account Manager, Facsimile: 612- 617-5651
- Exchange Agent: Wilmington Trust, National Association, 50 S.
Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention:
Corsicanto Ltd. Account Manager, Facsimile: 612- 617-5651
The mandatory exchange of the 2015 Notes will be effective on
September 12, 2016. As a condition to the mandatory exchange under
the 2015 Notes, the daily volume weighted average pricing per ADS
equaled or exceeded $2.86 for at least 20 trading days in the
30-trading-day period commencing on July 18, 2016 and ending on
(and including) August 26, 2016. The date of notice of the exercise
of Amarin’s mandatory exchange option under the 2015 Notes is
August 26, 2016, and the “Optional Exchange Trigger Period” under
the 2015 Notes began on July 18, 2016 and ended on (and included)
August 26, 2016. The aggregate principal amount of 2015 Notes
subject to the Issuer’s mandatory exchange option is $31,266,000.
On and after the effective date of the exchange, interest on the
2015 Notes will cease to accrue. The name and address of the Paying
Agent and Exchange Agent under the 2015 Notes are as follows:
- Paying Agent: Amarin Corporation plc, c/o Amarin Pharma Inc.,
1430 US-206, Bedminster Township, NJ 07921, Attention: Chief
Financial Officer
- Exchange Agent: Amarin Corporation plc, c/o Amarin Pharma Inc.,
1430 US-206, Bedminster Township, NJ 07921, Attention: Chief
Financial Officer
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 ADSs issuable upon
exchange of the 2014 Notes and 2015 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. Vascepa® (icosapent ethyl) capsules,
Amarin’s first FDA approved product, are a highly-pure, omega-3
fatty acid product 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 transaction,
including the effective date thereof and the applicable conversion
price of the 2014 Notes and 2015 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: the trading pricing of Amarin’s ADSs
between now and the effectiveness of the mandatory exchange,
financial market conditions, actions by our exchange counterparties
prior to the closing of the exchange, 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, except as required by law.
Amarin contact information:
Investor Relations:
Kathryn McNeil
Investor Relations and Corporate Communications
Amarin Corporation plc
In U.S.: +1 (908) 719-1315
investor.relations@amarincorp.com
Lee M. Stern
Trout Group
In U.S.: +1 (646) 378-2992
lstern@troutgroup.com
Media Inquiries:
Kristie Kuhl
Finn Partners
In U.S.: +1 (212) 583-2791
Kristie.kuhl@finnpartners.com
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