MADISON, Wis., June 8, 2018 /PRNewswire/ -- Exact Sciences
Corporation (NASDAQ: EXAS) announced today that it has priced its
underwritten public offering of 1.0% Convertible Senior Notes due
2025 (the "Notes") and upsized the offering from $150 million to $190
million aggregate principal amount, providing for total
gross proceeds of $202.4 million,
excluding accrued interest. The initial public offering price
for the Notes will be 106.5% of face value plus accrued interest
from January 17, 2018. The
Notes issuance is a reopening of, and will be fully fungible and
form a single series with, the $690
million aggregate principal amount of the Company's 1.0%
Convertible Senior Notes Due 2025 issued by the Company on
January 17, 2018 and will have the
same CUSIP number. The Company has granted the underwriters a
30-day option to purchase up to an additional $28.5 million aggregate principal amount of the
Notes at the public offering price, less the underwriting discount,
plus accrued interest.
The Notes will be senior, unsecured obligations of the Company
and will bear interest at a rate of 1.0% per annum. Interest
on the Notes will be payable semi-annually in arrears on
January 15 and July 15 of each year, beginning July 15, 2018. The Notes will be convertible into
cash, shares of the Company's common stock (plus, if applicable,
cash in lieu of any fractional share), or a combination thereof, at
the Company's election. The initial conversion rate will be
13.2569 shares of the Company's common stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately
$75.43 per share. The Notes will rank
equally in right of payment with the existing 1.0% Convertible
Senior Notes. The Notes will mature on January 15, 2025, unless earlier converted or
repurchased in accordance with their terms prior to such date, and
may not be redeemed by the Company prior to maturity. Prior to
July 15, 2024, the Notes will be
convertible only upon the occurrence of certain events and during
certain periods, and thereafter, until the close of business on the
second scheduled trading day immediately preceding the maturity
date.
The offering is expected to close on June
12, 2018, subject to customary closing conditions. The
Company intends to use the net proceeds of this offering for
general corporate purposes, including working capital and possible
acquisitions.
BofA Merrill Lynch is acting as sole book-running manager for
the offering.
An automatically effective shelf registration statement relating
to these securities was filed with the Securities and Exchange
Commission (the "SEC") on June 6,
2017. The offering will be made only by means of a
prospectus supplement and accompanying prospectus, which have been
or will be filed with the SEC. A copy of the final prospectus
supplement, when available, and accompanying prospectus relating to
the offering may be obtained free of charge on the SEC's website at
http://www.sec.gov or by sending a request to BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention:
Prospectus Department (or by e-mail at
dg.prospectus_requests@baml.com).
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such state. The offering of these securities
will be made only by means of the prospectus and related prospectus
supplement.
About Exact Sciences Corporation
Exact Sciences Corporation is a molecular diagnostics company
focused on the early detection and prevention of the deadliest
forms of cancer. The company has exclusive intellectual property
protecting its non-invasive, molecular screening technology for the
detection of colorectal cancer.
Certain statements made in this news release contain
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities and Exchange Act of 1934, as amended, that are
intended to be covered by the "safe harbor" created by those
sections. Forward-looking statements, which are based on certain
assumptions and describe the Company's future plans, strategies and
expectations, can generally be identified by the use of
forward-looking terms such as "believe," "expect," "may," "will,"
"should," "could," "seek," "intend," "plan," "estimate,"
"anticipate," or other comparable terms. Forward-looking statements
in this news release may address the following subjects among
others: the terms and size of the offering and the use of proceeds
from the offering. Forward-looking statements involve inherent
risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements as a result
of various factors including those risks and uncertainties
described in the Risk Factors and in Management's Discussion and
Analysis of Financial Condition and Results of Operations sections
of the Company's most recently filed Annual Report on
Form 10-K and the Company's subsequently filed Quarterly
Reports on Form 10-Q, as well as those described in the Risk
Factors section of the Supplemental Regulation FD Disclosure
furnished as Exhibit 99.1 to the Company's Current Report on Form
8-K filed with the SEC on January 11,
2018. The Company urges you to consider those risks and
uncertainties in evaluating the Company's forward-looking
statements. The Company cautions readers not to place undue
reliance upon any such forward-looking statements, which speak only
as of the date made. Except as otherwise required by the federal
securities laws, the Company disclaims any obligation or
undertaking to publicly release any updates or revisions to any
forward-looking statement contained herein (or elsewhere) to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
Contact:
Megan Jones
Exact Sciences Corporation
meganjones@exactsciences.com
608-535-8815
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SOURCE EXACT SCIENCES CORP