INCLINE VILLAGE, Nev.,
Aug. 28, 2020 /PRNewswire/
-- PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI)
today announced that holders of its 2.75% Convertible Senior Notes
due in December 2021 (the "2021
Notes") and in December 2024 (the
"2024 Notes" and together with the 2021 Notes, the "Notes") have
the right to require the Company to repurchase for cash such
Holder's Notes on September 29, 2020
(the "Fundamental Change Repurchase Date" at a price equal to (1)
with respect to the 2021 Notes, 100% of the principal amount, plus
accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Repurchase Date, and (2) with respect to the
2024 Notes, 100% of the accreted principal amount as of the
Fundamental Change Repurchase Date, which amount is $1,024.659 per $1,000 principal amount of 2024 Notes, plus
accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Repurchase Date. The Notes surrendered for
purchase must be in amount that is equal to $1,000 or an integral multiple of $1,000. If all outstanding Notes are
validly surrendered for repurchase, the aggregate cash repurchase
price will be approximately $13,929,437 with respect to the 2021 Notes and
approximately $1,033,740 with respect
to the 2024 Notes.
The right to surrender the Notes for repurchase expires at
5:00 p.m. Eastern time on
September 28, 2020. In order to
surrender the Notes, holders must provide notice in accordance with
The Depositary Trust Company's applicable procedures to The Bank of
New York Mellon Trust Company, N.A., as paying agent (the "Paying
Agent"), at any time on or before 5:00 p.m.
Eastern time on September 28,
2020.
A Tender Offer Statement on Schedule TO relating to the
repurchase will be filed with the Securities and Exchange
Commission ("SEC") today. In addition, a Fundamental Change
Repurchase Right Notice, Notice of Right to Convert and Offer to
Repurchase (the "Fundamental Change Repurchase Notice") and
documents specifying the terms, conditions, and Paying Agent are
being sent to Note holders. None of the Company, its board of
directors, or its employees has made or is making any
representation or recommendation to any holder as to whether to
exercise or refrain from exercising the repurchase right.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with,
the Fundamental Change Repurchase Notice and related documents.
Holders of Notes may request a copy of the Fundamental Change
Repurchase Notice from the Paying Agent.
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the
lives of patients by aiding in the successful development of
innovative therapeutics and healthcare technologies. PDL
BioPharma was founded in 1986 as Protein Design Labs,
Inc. when it pioneered the humanization of monoclonal
antibodies, enabling the discovery of a new generation of targeted
treatments that have had a profound impact on patients living with
different cancers as well as a variety of other debilitating
diseases. In 2006, the Company changed its name to PDL
BioPharma.
As of December 2019, PDL ceased
making additional strategic transactions and investments and is
currently pursuing a formal process to unlock the value of its
portfolio by monetizing its assets and ultimately distributing net
proceeds to shareholders.
For more information please visit www.pdl.com.
NOTE: PDL, PDL BioPharma, the PDL logo and associated
logos and the PDL BioPharma logo are trademarks or registered
trademarks of, and are proprietary to, PDL BioPharma, Inc. which
reserves all rights therein.
Forward-looking Statements This press release
contains "forward-looking statements." Each of these
forward-looking statements involves risks and uncertainties. Actual
results may differ materially from those, express or implied, in
these forward-looking statements. Important factors that could
impair the value of the Company's assets and business, including
the implementation or success of the Company's monetization
strategy/plan of complete liquidation and proposed dissolution, are
disclosed in the risk factors contained in the Company's Annual
Report on Form 10-K filed on March 11,
2020 and Quarterly Reports on Form 10-Q filed with the SEC
on May 11, 2020 and August 10, 2020, and subsequent filings. All
forward-looking statements are expressly qualified in their
entirety by such factors. The Company does not undertake any duty
to update any forward-looking statement except as required by
law.
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SOURCE PDL BioPharma, Inc.