SAN DIEGO, Nov. 13, 2019 /PRNewswire/ -- Halozyme
Therapeutics, Inc. (NASDAQ: HALO) (the "Company"), a biotechnology
company focused on novel biological and drug delivery approaches,
today announced the pricing of $400.0
million aggregate principal amount of its convertible senior
notes due 2024 (the "Convertible Notes"). The Convertible Notes are
being offered in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). The Company granted an option to
the initial purchasers to purchase up to an additional $60.0 million aggregate principal amount of
Convertible Notes.
The Convertible Notes will be senior, unsecured, obligations of
the Company and will pay interest semi-annually in arrears at an
annual rate of 1.25% and 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, based on the
applicable conversion rate at such time. The Convertible Notes have
an initial conversion rate of 41.9208 shares of the Company's
common stock per $1,000 principal
amount of Convertible Notes (which is equivalent to an initial
conversion price of approximately $23.85 per share of the Company's common stock,
representing an initial conversion premium of approximately 35.0%
above the closing price of $17.67 per
share of the Company's common stock on November 13, 2019). The conversion rate is
subject to adjustment in some events but will not be adjusted for
any accrued and unpaid interest. Holders of the Convertible Notes
will have the right to require the Company to repurchase all or a
portion of their Convertible Notes upon the occurrence of a
fundamental change (as defined in the indenture governing the
Convertible Notes) at a cash repurchase price of 100% of their
principal amount plus any accrued and unpaid interest. The
Convertible Notes will mature on December 1,
2024, unless repurchased, redeemed or converted in
accordance with their terms prior to such date. Prior to the close
of business on the business day immediately preceding 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 regardless of these conditions. The Company expects
to close the offering on November 18,
2019, subject to the satisfaction of various customary
closing conditions.
The Company will receive net proceeds from the offering of
approximately $388.5 million (or
approximately $446.9 million if the
initial purchasers exercise their option to purchase additional
Convertible Notes in full). The Company plans to use up to
$200.0 million of the net proceeds
from the offering to repurchase shares of the Company's common
stock, including up to approximately $143.1
million to repurchase approximately 8.1 million shares of
its common stock concurrently with the offering in privately
negotiated transactions effected through one or more of the initial
purchasers or an affiliate thereof.
The Company intends to use approximately $26.1 million of the net proceeds from the
offering to repay all outstanding amounts under its loan agreement
with Oxford Finance and Silicon Valley Bank and the remainder of
the net proceeds for general corporate purposes, including
additional share repurchases subsequent to the offering and working
capital. If the initial purchasers exercise their option to
purchase additional Convertible Notes, the Company intends to use
net proceeds from the sale of additional Convertible 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 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
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 the Convertible
Notes and such shares may not be offered or sold absent
registration or an applicable exemption from registration
requirements, or in a transaction not subject to, such 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 consummate the
offering; 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.