SAN DIEGO, Feb. 23, 2021 /PRNewswire/ -- Halozyme
Therapeutics, Inc. (NASDAQ: HALO) ("Halozyme" or the "Company"), a
leader in converting IV biologics to subcutaneous delivery, today
announced that it intends to offer, subject to market conditions
and other factors, $500 million
aggregate principal amount of convertible senior notes due 2027
(the "Convertible Notes"). The Convertible Notes are to be offered
and sold to "qualified institutional buyers" pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"). The Company also expects to grant a 30-day option to the
initial purchasers to purchase up to an additional $75 million aggregate principal amount of
Convertible Notes.
The Convertible Notes will be senior, unsecured obligations of
the Company and will accrue interest payable semiannually in
arrears. The Convertible Notes will mature on March 1, 2027, unless earlier redeemed,
repurchased or converted in accordance with their terms. Prior to
September 1, 2026, the Convertible
Notes will be convertible only upon the satisfaction of certain
conditions and during certain periods, and on and after
September 1, 2026, at any time prior
to the close of business on the scheduled trading day immediately
preceding the maturity date, the Convertible Notes will be
convertible regardless of these conditions. The Company will settle
conversions in cash and, if applicable, shares of the Company's
common stock. The initial conversion rate, interest rate and other
terms of the Convertible Notes will be determined at the time of
pricing in negotiations with the initial purchasers of the
Convertible Notes.
The Company expects to use a portion of the net proceeds of the
offering to enter into privately negotiated agreements with certain
holders of its outstanding 1.25% convertible senior notes due 2024
(the "Existing Convertible Notes") to exchange their Existing
Convertible Notes for a combination of cash and shares of its
common stock through privately negotiated transactions entered into
concurrently with or shortly after the pricing of the proposed
offering (the "Note Repurchases"). In addition, the Company plans
to use up to $75 million of the net
proceeds of the offering to repurchase shares of its common stock
under the existing stock repurchase program described below (the
"Share Repurchases"), concurrently with, or shortly after, the
pricing of the offering in privately negotiated transactions or
otherwise, which may be effected through one or more of the initial
purchasers or any affiliate thereof.
These Note Repurchases and Share Repurchases could increase (or
reduce the size of any decrease in) the market price of Halozyme
common stock or the Convertible Notes. We also expect that some
existing noteholders may purchase or sell shares of the Company's
common stock in the market to hedge their exposure in connection
with these transactions. The Note Repurchases, Share Repurchases
and any associated hedging by holders could affect the market price
of the Company's common stock prior to, concurrently with or
shortly after the pricing of the Convertible Notes and could also
result in a higher effective conversion price for the Convertible
Notes.
The Company intends to use the remainder of the net proceeds
from the offering for general corporate purposes, including other
repurchases of the Company's common stock from time to time under
the existing stock repurchase program described below, working
capital, capital expenditures, potential acquisitions and strategic
transactions. If the initial purchasers exercise their option to
purchase additional notes, the Company intends to use net proceeds
from the sale of additional notes for general corporate
purposes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Convertible Notes or the shares
of the Company's common stock issuable upon conversion of the
Convertible Notes, if any, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of these securities will be made only by
means of a private offering memorandum.
The offer and sale of the Convertible Notes and the shares of
the Company's common stock issuable upon conversion of the
Convertible Notes, if any, have not been 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 registration requirements.
Existing Stock Repurchase Program
In November 2019, the Board of
Directors of the Company authorized a capital return program to
repurchase up to $550.0 million of
outstanding common stock over a three-year period. As of
December 31, 2020, $200 million of Halozyme's common stock remained
available for repurchase under this program.
Forward-looking Statements:
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the planned offering. Words such as "anticipates,"
"estimates," "expects," "projects," "forecasts," "intends,"
"plans," "will," "believes" and words and terms of similar
substance used in connection with any discussion identify
forward-looking statements. These forward-looking statements are
based on management's current expectations and beliefs about future
events and are inherently susceptible to uncertainty and changes in
circumstances. Except as required by law, the Company is under no
obligation to, and expressly disclaim any obligation to, update or
alter any forward-looking statements whether as a result of such
changes, new information, subsequent events or otherwise. With
respect to the planned offering, such uncertainties and
circumstances include whether the Company will offer the notes or
consummate the offering; and the anticipated terms of the notes and
the use of the net proceeds from the offering. Various factors
could also adversely affect the Company's operations, business or
financial results in the future and cause the Company's actual
results to differ materially from those contained in the
forward-looking statements, including those factors discussed in
detail in the "Risk Factors" sections contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 which is filed with the
Securities and Exchange Commission.
About Halozyme Therapeutics, Inc.
Halozyme is a biopharmaceutical company focused on bringing
disruptive solutions to significantly improve patient experiences
and outcomes for emerging and established therapies. Halozyme
advises and supports its biopharmaceutical partners in key aspects
of new drug development with the goal of improving patients' lives
while helping its partners achieve global commercial success.
Halozyme's proprietary enzyme rHuPH20 forms the basis of the
ENHANZE® technology and is used to facilitate the
delivery of injected drugs and fluids, potentially reducing the
treatment burden of other drugs to patients. Halozyme has licensed
its ENHANZE® technology to leading pharmaceutical and
biotechnology companies including Roche, Baxalta, Pfizer, Janssen,
AbbVie, Lilly, Bristol-Myers Squibb, Alexion, argenx and Horizon
Therapeutics. Halozyme derives revenues from these collaborations
in the form of milestones and royalties as the Company's partners
make progress developing and commercializing their products being
developed with ENHANZE®. Halozyme is headquartered in
San Diego.
Contact:
Al Kildani
Vice President, Investor Relations and Corporate Communications
858-704-8122
ir@halozyme.com
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SOURCE Halozyme Therapeutics, Inc.