Innoviva, Inc. Announces Closing of $175 Million Offering of 2.50% Convertible Senior Notes & Exercise of the Initial Purchas...
August 07 2017 - 4:29PM
Business Wire
Innoviva, Inc. (NASDAQ: INVA) (the “Company” or
“Innoviva”) today announced that it closed its offering of the
Company’s 2.50% convertible senior notes due 2025 (the “Notes”) for
gross proceeds of $192.5 million in aggregate principal. The
proceeds include the Notes sold pursuant to the $17.5 million
over-allotment option granted by the Company to the initial
purchasers, which option was exercised in full. The Notes were sold
in connection with the Company’s previously announced plan to fully
refinance its 9.0% Fixed Rate Term Notes due 2029 (the “2029
Notes”) in order to optimize its capital structure, reduce its
overall cost of capital, and reduce its interest expenses.
The Notes were sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Act”).
The Notes are convertible, based on the applicable conversion
rate, into cash, shares of the Company’s common stock or a
combination thereof, at the Company’s election. The initial
conversion rate for the Notes is 57.9240 shares of the Company’s
common stock per $1,000 principal amount of the Notes (which is
equivalent to an initial conversion price of approximately $17.26
per share), representing a 30.0% conversion premium over the last
reported sale price of Company’s common stock on August 1, 2017,
which was $13.28 per share. The conversion rate is subject to
customary anti-dilution adjustments in certain circumstances. The
Notes will mature on August 15, 2025, unless repurchased or
converted in accordance with their terms prior to such date. Prior
to February 15, 2025, the Notes will be convertible at the option
of the holders only upon the occurrence of specified events and
during certain periods. From, and including, February 15, 2025,
until the close of business on the second scheduled trading day
immediately preceding the maturity date, the Notes will be
convertible at any time.
Concurrently with the pricing of this offering, the Company
repurchased shares of its common stock for approximately $17.5
million of the net proceeds from the offering, in privately
negotiated transactions effected through one of the initial
purchasers or its affiliate, as Innoviva’s agent. The Company plans
to use the remaining net proceeds from the sale of the Notes in
this offering to redeem a portion of the principal outstanding
under the 2029 Notes on the next interest payment date of August
15, 2017. Repurchases of common stock effected concurrently with
the offering may have affected or may affect the market price of
Innoviva’s common stock.
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 offer and sale of the
notes and the shares of common stock, if any, issuable upon
conversion of the notes, if any, will not be registered under the
Act or any state securities laws, and unless so registered, the
Notes and such shares may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Act and applicable state laws.
About Innoviva
Innoviva is focused on bringing compelling new medicines to
patients in areas of unmet need by leveraging its significant
expertise in the development, commercialization and financial
management of bio-pharmaceuticals. Innoviva's portfolio is anchored
by the respiratory assets partnered with Glaxo Group Limited (GSK),
including RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA®, which were
jointly developed by Innoviva and GSK. Under the agreement with
GSK, Innoviva is eligible to receive associated royalty revenues
from RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA®. In addition,
Innoviva retains a 15 percent economic interest in future payments
made by GSK for earlier-stage programs partnered with Theravance
BioPharma, Inc., including the closed triple combination therapy
for COPD. For more information, please visit Innoviva's website at
www.inva.com.
ANORO®, RELVAR®, BREO® and ELLIPTA® are trademarks of the
GlaxoSmithKline group of companies.
Cautionary Note on Forward-Looking Statements
To the extent that statements contained in this press release
are not descriptions of historical facts, they are forward-looking
statements reflecting the current beliefs and expectations of
management made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements include any statements regarding
Innoviva’s anticipated use of proceeds, its ability to fully
refinance the 2029 Notes, and any other statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “target,” “potential,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions.
Such forward-looking statements involve substantial risks and
uncertainties that could cause the Company’s future results,
performance or achievements to differ significantly from those
expressed or implied by the forward-looking statements. The Company
undertakes no obligation to update or revise any forward-looking
statements. Forward-looking statements should not be relied upon as
representing the Company’s views as of any date subsequent to the
date hereof. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to the Company’s business in general, see the “Risk
Factors” section of the Company’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission (“SEC”) on Form
10-K for the year ended December 31, 2016 and Innoviva’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2017, which are
on file with the SEC and available on the SEC’s website at
www.sec.gov. In addition to the risks described above and in
Innoviva’s other filings with the SEC, other unknown or
unpredictable factors also could affect Innoviva’s results. Past
performance is not necessarily indicative of future results. No
forward-looking statements can be guaranteed and actual results may
differ materially from such statements. Given these uncertainties,
you should not place undue reliance on these forward-looking
statements. The information in this press release is provided only
as of the date hereof, and Innoviva assumes no obligation to update
its forward-looking statements on account of new information,
future events or otherwise, except as required by law.
Trademark reference: Innoviva and the Innoviva logo are
registered trademarks or trademarks of Innoviva, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective
owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20170807005985/en/
Innoviva, Inc.Eric d'EsparbesSr. Vice President and Chief
Financial Officer650-238-9640investor.relations@inva.com
Innoviva (NASDAQ:INVA)
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