SAN DIEGO, Nov. 12, 2019 /PRNewswire/ -- Halozyme
Therapeutics, Inc. (NASDAQ: HALO) (the "Company"), a biotechnology
company focused on novel biological and drug delivery
approaches, today announced that it intends to offer, subject
to market conditions and other factors, $400
million aggregate principal amount of convertible senior
notes due 2024 (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
$60 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 December 1, 2024, unless earlier redeemed,
repurchased or converted in accordance with their terms. Prior to
June 1, 2024, the Convertible Notes
will be convertible only upon the satisfaction of certain
conditions and during certain periods, and on and after
June 1, 2024, 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 Convertible Notes
will be convertible into cash, shares of the Company's common stock
or a combination of cash and shares of the Company's common stock,
at the Company's election. 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 plans to use up to $200
million of the net proceeds from the offering to repurchase
shares of the Company's common stock 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 an affiliate thereof. Such
repurchases could increase (or reduce the size of any decrease in)
the market price of our common stock prior to, concurrently with or
shortly after the pricing of the notes, and could result in a
higher effective conversion price for the notes.
The Company intends to use the remainder of the net proceeds
from the offering for general corporate purposes, including share
repurchases subsequent to the offering, working capital and
retirement of existing debt obligations under the Company's loan
agreement with Oxford Finance and Silicon Valley Bank. 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.
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, 2018 and the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2019, June 30,
2019 and September 30, 2019,
each of which is filed with the Securities and Exchange
Commission.
About Halozyme Therapeutics, Inc.
Halozyme Therapeutics is a biotechnology company focused on
novel biological and drug delivery approaches. Halozyme's
proprietary enzyme rHuPH20 is used to facilitate the delivery of
injected drugs and fluids and potentially reduce the treatment
burden of other drugs to patients. Halozyme has licensed its
rHuPH20 technology, called ENHANZE®, to leading
pharmaceutical and biotechnology companies including Roche,
Baxalta, Pfizer, Janssen, AbbVie, Lilly, Bristol-Myers Squibb,
Alexion and argenx. 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.
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SOURCE Halozyme Therapeutics, Inc.