SAN RAFAEL, Calif.,
May 11, 2020 /PRNewswire/
-- BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) today announced
the pricing of $550.0 million
aggregate principal amount of 1.25% senior subordinated convertible
notes due 2027 in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. The aggregate principal amount of the offering was
increased from the previously announced offering size of
$500.0 million. BioMarin also granted
the initial purchasers of the notes a 13-day option to purchase up
to an additional $50.0 million
aggregate principal amount of notes. The sale of the notes is
expected to close on May 14, 2020,
subject to customary closing conditions.
The notes will be general senior subordinated, unsecured
obligations of BioMarin and bear interest at a rate of 1.25% per
annum, payable semi-annually in arrears on May 15 and November
15 of each year, beginning on November 15, 2020. The notes will mature on
May 15, 2027, unless earlier
repurchased, redeemed or converted.
The initial conversion rate will be 7.2743 shares of BioMarin's
common stock per $1,000 principal
amount of notes (equivalent to an initial conversion price of
approximately $137.47 per share). The
initial conversion price of the notes represents a premium of
approximately 42.5% over the last reported sale price of BioMarin's
common stock on The Nasdaq Global Select Market on May 11, 2020. The notes will be convertible at
the option of the holders of the notes until the close of business
on the second scheduled trading day preceding the maturity date.
The notes will be convertible into shares of BioMarin's common
stock. The notes will be redeemable in whole or in part, at
BioMarin's option at any time, and from time to time, on or after
May 20, 2024 at a cash redemption
price equal to the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, but only if the last
reported sale price of BioMarin's common stock has been at least
130% of the conversion price on each of at least 20 trading days
during any 30 consecutive trading day window, including the trading
day immediately before the date of the redemption notice.
Upon the occurrence of a "fundamental change" (as defined in the
indenture governing the notes), holders of the notes may require
that BioMarin repurchase for cash all or any portion of their notes
at a purchase price equal to 100% of the principal amount of the
notes to be repurchased, plus accrued and unpaid interest. In
addition, upon certain corporate events and in connection with a
redemption of a notes, BioMarin will, under certain circumstances,
increase the conversion rate for holders who convert notes in
connection with such a corporate event or who convert notes that
have been called for redemption.
BioMarin estimates that the net proceeds from the offering will
be approximately $536.9 million (or
$585.8 million if the initial
purchasers exercise their option to purchase additional notes in
full), after deducting the initial purchasers' discounts and
commissions and estimated expenses payable by BioMarin. BioMarin
intends to use $50.0 million of the
net proceeds from the offering to repurchase shares of its common
stock either concurrently with the offering in privately negotiated
transactions with purchasers of the notes effected through one of
the initial purchasers or its affiliate, as BioMarin's agent, or
following the offering in privately negotiated or other repurchase
transactions. BioMarin intends to use a majority of the net
proceeds from the offering to repay, repurchase or settle in cash
some or all of its 1.50% senior subordinated convertible notes due
in 2020, although it does not intend to effect any such repayment,
repurchase or settlement concurrently with the offering. BioMarin
intends to use the remainder of the net proceeds for general
The offer and sale of the notes and the shares of BioMarin
common stock issuable upon conversion of the notes have not been
registered under the Securities 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 absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
BioMarin is a global biotechnology company that develops and
commercializes innovative therapies for serious and
life-threatening rare genetic diseases. The Company's portfolio
consists of six commercialized products and multiple clinical and
pre-clinical product candidates.
BioMarin® is a registered trademark of BioMarin Pharmaceutical
This press release contains forward-looking statements within
the meaning of the federal securities laws. These statements
include, but are not limited to, statements concerning the expected
closing of the offering and the share repurchase and the
anticipated use of the net proceeds from the offering.
Forward-looking statements include all statements that are not
historical facts. In some cases, forward-looking statements can be
identified by terms such as "anticipates," "believes," "could,"
"estimates," "expects," "intends," "may," "plans," "potential,"
"will," or similar expressions and the negatives of those words.
Forward-looking statements involve substantial risks and
uncertainties that may cause actual results to differ materially
from those that BioMarin expects. These risks and uncertainties
include market risks, trends and conditions. These and other risks
are more fully described in BioMarin's filings with the Securities
and Exchange Commission, including in the section titled "Risk
Factors" in its Quarterly Report on Form 10-Q for the year ended
March 31, 2020. It is not possible
for BioMarin to predict all risks, nor can BioMarin assess the
impact of all factors on its business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements it may make. In light of these risks, you should not
place undue reliance on such forward-looking statements.
Forward-looking statements represent BioMarin's beliefs and
assumptions only as of the date of this press release. BioMarin
disclaims any obligation to update forward-looking statements.
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SOURCE BioMarin Pharmaceutical Inc.