Horizon Pharma plc Announces Pricing of Private Offering of Senior Notes
October 20 2016 - 7:00AM
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, have priced their offering of $300
million aggregate principal amount of 8.750% senior notes due
2024. The note offering is expected to close on or about
October 25, 2016, subject to customary closing conditions.
Horizon currently expects to use the net proceeds from the
offering of notes and $375 million of incremental term loans under
Horizon’s existing senior secured credit facility 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. If
the Raptor acquisition is not consummated concurrently with the
consummation of the note offering, the proceeds from the offering
of the notes will be held in escrow pending release in connection
with the closing of the Raptor acquisition.
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 are being 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 Statements
This press release contains forward-looking statements,
including, but not limited to, statements related to the completion
and timing of the private offering of the notes, Horizon’s plans to
borrow the incremental term loans under its senior secured credit
facility, the potential placement of the proceeds of the note
offering into escrow and the terms of the escrow, and the expected
use of net proceeds from the note offering and the 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 and
its subsequent filings with the SEC. 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 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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