Horizon Pharma plc Announces Proposed Private Offering of Senior Notes and Intention to Borrow Incremental Term Loans under i...
October 13 2016 - 7:45AM
Horizon Pharma plc (Nasdaq:HZNP) (“Horizon”), a biopharmaceutical
company focused on improving patients’ lives by identifying,
developing, acquiring and commercializing differentiated and
accessible medicines that address unmet medical needs, today
announced that Horizon Pharma, Inc. and Horizon Pharma USA, Inc.,
its wholly owned subsidiaries, intend, subject to market and other
considerations, to offer $300 million aggregate principal amount of
senior notes due 2024, and to borrow $375 million aggregate
principal amount of incremental term loans under Horizon’s existing
senior secured credit facility. Horizon currently expects to use
the net proceeds from the offering of notes and the incremental
term loans to fund a portion of Horizon’s planned acquisition of
Raptor Pharmaceutical Corp. (“Raptor”), repay Raptor’s outstanding
debt, and pay any prepayment premiums, fees and expenses in
connection with the foregoing. The notes and the incremental term
loans will be fully and unconditionally guaranteed by Horizon, as
well as by certain of its existing and future subsidiaries. The
notes will be offered only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”) and to non-U.S. buyers in accordance with
Regulation S under the Securities Act. The notes have not been and
are not expected to be registered under the Securities Act or under
any state securities laws and, unless so registered, may not be
offered or sold in the United States or to U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall it constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is
unlawful.
About Horizon Pharma
plc Horizon Pharma plc is a biopharmaceutical company
focused on improving patients’ lives by identifying, developing,
acquiring and commercializing differentiated medicines that address
unmet medical needs. Horizon markets nine medicines through its
orphan, rheumatology and primary care business units.
Horizon's global headquarters are in Dublin,
Ireland.
Forward Looking StatementsThis press
release contains forward-looking statements, including, but not
limited to, statements related to the completion, timing, terms and
size of the private offering of the notes, Horizon’s plans to
borrow incremental term loans under the existing senior secured
credit facility, and the expected use of net proceeds from the note
offering and incremental term loans. These forward-looking
statements are based on Horizon’s current expectations and
inherently involve significant risks and uncertainties. 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 and
when Horizon will be able to close the proposed acquisition of
Raptor, Horizon’s ability to obtain financing on the terms and in
the amounts expected, the satisfaction of customary closing
conditions related to the offering of the notes and the incremental
term loans and the fact that Horizon will maintain discretion in
its use of the net proceeds from the notes and the incremental term
loans. Additional risks and uncertainties relating to the
forward-looking statements in this press release, Horizon and its
business can be found under the caption “Risk Factors” and
elsewhere in Horizon’s SEC filings and reports, including its
Annual Report on Form 10-K for the year ended December 31, 2015,
its Quarterly Report on Form 10-Q for the quarter ended June 30,
2016 and its Current Report on Form 8-K filed with the SEC on
October 13, 2016. Forward-looking statements speak only as of the
date of this press release, and Horizon undertakes no duty or
obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or
changes in its expectations.
Additional Information and
Where to Find It This communication is neither an offer to
purchase nor a solicitation of an offer to sell any shares of
common stock of Raptor or any other securities. On September
26, 2016, Horizon Pharma plc filed a tender offer statement on
Schedule TO with the SEC and, on the same date, a Solicitation/
Recommendation Statement on a Schedule 14D-9 was filed with the SEC
by Raptor. The offer to purchase shares of Raptor common
stock will only be made pursuant to the offer to purchase, the
letter of transmittal and related documents filed as a part of the
Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH
THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION
STATEMENT, AS FILED AND AS THEY MAY BE AMENDED FROM TIME TO TIME,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE TENDER
OFFER. Investors and security holders may obtain a free copy
of these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such
requests to MacKenzie Partners, Inc., the Information Agent for the
tender offer, at (800) 322-2885. In addition to the offer to
purchase, the related letter of transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, Horizon and Raptor each file annual, quarterly and
current reports and other information with the SEC. You may read
and copy any reports or other information filed by Horizon or
Raptor at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Horizon's and
Raptor's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
Contacts:
Investors:
John Thomas
Executive Vice President, Strategy and Investor Relations
investor-relations@horizonpharma.com
Tina Ventura
Vice President, Investor Relations
investor-relations@horizonpharma.com
U.S. Media:
Geoff Curtis
Senior Vice President, Corporate Communications
media@horizonpharma.com
Ireland Media:
Ray Gordon
Gordon MRM
ray@gordonmrm.ie
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