OSI Systems Announces Offering of $225 Million in Convertible Senior Notes Due 2022
February 14 2017 - 4:02PM
Business Wire
OSI Systems, Inc. (NASDAQ: OSIS) (the “Company”) today announced
that it intends to offer, subject to market and other conditions,
$225 million principal amount of Convertible Senior Notes due 2022
(the “Notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). In addition, the Company expects to
grant the initial purchasers for the offering an option to purchase
up to an additional $33.75 million principal amount of Notes solely
to cover over-allotments, if any.
The Notes will be senior unsecured obligations of the Company
and will be convertible into, subject to various conditions, cash
or shares of the Company’s common stock or a combination of cash
and shares of the Company’s common stock, in each case, at the
Company’s election. The Company expects to use the net proceeds
from the sale of the Notes to repay borrowings under its credit
facility, to repurchase shares of the Company’s common stock from
purchasers of the Notes as described below, and for general
corporate purposes. The Company will have the option to redeem all
or any portion of the Notes on or after March 6, 2020, if certain
conditions (including that the Company’s common stock is at or
above a specified level) are met, at a redemption price equal to
100% of the principal amount plus accrued and unpaid interest to,
but excluding, the redemption date.
The Company expects to use up to $50 million of the net proceeds
from the sale of the Notes to repurchase shares of the Company’s
common stock from purchasers of Notes in the offering in privately
negotiated transactions concurrently with the offering of Notes
effected through one of the initial purchasers (or an affiliate
thereof). The Company expects to repurchase such shares at a
purchase price per share equal to the closing price per share of
the Company’s common stock on the date the offering of Notes is
priced. These repurchases of shares of the Company’s common stock
may raise or maintain the market price of the Company’s common
stock or the Notes above market levels that otherwise would have
prevailed or prevent or reduce a decline in such market price.
These transactions could also affect the market price of the
Company’s common stock concurrently with, or shortly after, the
pricing of the Notes, and could result in a higher effective
conversion price for the Notes.
The exact timing and terms of the offering will depend on market
conditions and other factors. Neither the Notes nor any shares of
the Company’s 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 such registration requirements.
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 OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and
manufacturer of specialized electronic systems and components for
critical applications in the homeland security, healthcare,
defense, and aerospace industries. OSI combines more than 40 years
of electronics engineering and manufacturing experience with
offices and production facilities in more than a dozen countries to
implement a strategy of expansion into selective end-product
markets. For more information on OSI Systems, Inc. or any of its
subsidiary companies, visit OSI Systems. News Filter: OSIS-G
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements relate to OSI Systems’ current
expectations, beliefs, projections and similar expressions
concerning matters that are not historical facts and are not
guarantees of future performance. Forward-looking statements
involve uncertainties, risks, assumptions and contingencies, many
of which are outside OSI Systems’ control that may cause actual
results to differ materially from those described in or implied by
any forward-looking statements. All forward-looking statements
are based on currently available information and speak only as of
the date on which they are made. OSI Systems assumes no
obligation to update any forward-looking statement made in this
press release that becomes untrue because of subsequent events, new
information or otherwise, except to the extent it is required to do
so in connection with its ongoing requirements under Federal
securities laws. For a further discussion of factors that
could cause OSI Systems’ future results to differ materially from
any forward-looking statements, see the section entitled "Risk
Factors" in OSI Systems’ Annual Report on Form 10-K for the year
ended June 30, 2016 and other risks described in
documents filed by OSI Systems from time to time with
the Securities and Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20170214006379/en/
OSI Systems, Inc.Ajay Vashishat, 310-349-2237Vice
President, Business Developmentavashishat@osi-systems.com
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