Repligen Corporation (NASDAQ: RGEN) (“Repligen”) today announced
that it has commenced concurrent underwritten public offerings of
$100,000,000 in shares of its common stock (the “Shares”) and
$250,000,000 aggregate principal amount of convertible senior notes
due 2024 (the “Notes”). In addition, Repligen expects to grant the
underwriters of the offering of Shares (the “Shares Offering”) a
30-day option to purchase up to $15,000,000 of additional Shares
and the underwriters of the offering of Notes (the “Notes
Offering”) a 13-day option to purchase up to $37,500,000 aggregate
principal amount of additional Notes solely to cover
over-allotments. The offerings are subject to market and other
conditions, and there can be no assurance as to whether or when the
offerings may be completed or as to the actual size or terms of the
offerings. Neither offering is contingent on the completion of the
other offering.
The Notes will be senior, unsecured obligations of Repligen, and
interest will be payable semi-annually in arrears. The Notes will
be convertible into cash, shares of Repligen’s common stock or a
combination thereof, at Repligen’s election. The interest rate,
conversion rate and other terms of the Notes are to be determined
upon pricing of the Notes Offering.
Repligen intends to use the net proceeds from the offerings for
working capital and other general corporate purposes, including up
to approximately $115,000,000 to finance the redemption, or a
portion of the consideration due in connection with a conversion or
exchange, of Repligen’s existing 2.125% Convertible Senior Notes
due 2021 (the “2016 Notes”). Net proceeds from the offerings may
also be used to fund possible acquisitions of, or investments in,
complementary businesses, products, services and technologies.
Repligen has not entered into any agreements or commitments with
respect to any acquisitions or investments at this time.
Contemporaneously with the pricing of the offerings, Repligen
may enter into privately negotiated exchange transactions with
certain holders of the 2016 Notes to exchange a portion of the 2016
Notes for a combination of cash in an amount equal to the principal
amount exchanged and accrued and unpaid interest thereon and shares
of Repligen’s common stock in excess thereof. Furthermore,
contemporaneously with the closing of the offerings, Repligen
intends to issue a notice of redemption in respect of the remaining
2016 Notes, which Repligen expects would result in the conversion
of all or substantially all of the remaining 2016 Notes in
accordance with their terms prior to the end of Repligen’s third
fiscal quarter of 2019. Repligen intends to settle conversions of
the remaining 2016 Notes with cash in an amount equal to the
principal amount thereof and shares of Repligen’s common stock in
excess thereof.
Repligen expects that holders of 2016 Notes that exchange their
2016 Notes in negotiated transactions with Repligen, if any, may
enter into or unwind various derivatives with respect to Repligen’s
common stock (including entering into derivatives with an affiliate
of one of the underwriters in the Notes Offering) and/or purchase
or sell shares of Repligen’s common stock in the market. In
addition, Repligen expects that certain purchasers of the Notes may
establish a short position with respect to Repligen’s common stock
by short selling Repligen’s common stock or by entering into short
derivative positions with respect to Repligen’s common stock
(including entering into derivatives with an affiliate of one of
the underwriters in the Notes Offering), in each case, in
connection with the Notes Offering. Any of the above market
activities by holders of the 2016 Notes or purchasers of the Notes,
as applicable, could increase (or reduce the size of any decrease
in) or decrease (or reduce the size of any increase in) the market
price of Repligen’s common stock or the Notes at that time and
Repligen cannot predict the magnitude of such market activity or
the overall effect it will have on the price of the Notes or
Repligen’s common stock.
J.P. Morgan Securities LLC, Stephens Inc. and Janney Montgomery
Scott are acting as joint book-running managers for the Shares
Offering. J.P. Morgan Securities LLC is acting as the sole
book-running manager for the Notes Offering.
The Shares Offering and the Notes Offering are being made
pursuant to Repligen’s shelf registration statement (including a
base prospectus), a preliminary prospectus supplement related to
the Shares Offering (together with such base prospectus, the
“Shares Prospectus”) and a preliminary prospectus supplement
related to the Notes Offering (together with such base prospectus,
the “Notes Prospectus”), all of which Repligen filed or will file
with the Securities and Exchange Commission (“SEC”). Before
investing in the Shares or the Notes, investors should read the
Shares Prospectus and the Notes Prospectus, respectively, in each
case, including the documents incorporated by reference therein,
and any free writing prospectus related to the Shares Offering and
the Notes Offering, as the case may be. These documents may
be freely obtained by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies may be obtained, when available,
from J.P. Morgan Securities LLC, Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com, from Stephens Inc., Attention:
Equity Syndicate Desk, 111 Center Street, Little Rock, AR 72201, or
by telephone at (800) 643-9691, or by email at
prospectus@stephens.com or from Janney Montgomery Scott,
Attention: Equity Syndicate, 60 State Street, 35th Floor, Boston,
MA 02109, or by telephone at (617) 557-2971, or by email at
prospectus@janney.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Shares or the Notes (or any shares of Repligen’s
common stock issuable upon conversion of the Notes) in any state or
jurisdiction in which the offer, solicitation, or sale of the
Shares or the Notes (or any shares of Repligen’s common stock
issuable upon conversion of the Notes) would be unlawful prior to
the registration or qualification thereof under the securities laws
of any such state or jurisdiction.
About Repligen Corporation
Repligen Corporation is a global bioprocessing company that
develops and commercializes highly innovative products that deliver
cost and process efficiencies to biological drug manufacturers
worldwide. Repligen’s corporate headquarters are in Waltham, MA
(USA), with additional administrative and manufacturing operations
in Marlborough, MA; Bridgewater, NJ; Rancho Dominguez, CA; Lund,
Sweden; Breda, The Netherlands and Ravensburg, Germany.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains forward-looking statements regarding
our future business expectations, which are subject to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Investors are cautioned that statements in this press
release which are not strictly historical statements, constitute
forward-looking statements, including, without limitation,
statements regarding the size of the proposed offerings, completion
of the proposed offerings, the anticipated use of proceeds of the
proposed offerings, the market activities of certain holders of the
2016 Notes and the Notes and exchanges, conversions or redemptions
of the 2016 Notes, constitute forward-looking statements identified
by words like “believe,” “expect,” “may,” “will,” “should,” “seek,”
“anticipate,” or “could” and similar expressions. Such
forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, without limitation,
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms or at all. These and
other risks and uncertainties are described in greater detail in
the section entitled “Risk Factors” in Repligen’s most recent
Annual Report on Form 10-K on file with the Securities and Exchange
Commission and the other reports that Repligen periodically files
with the Securities and Exchange Commission. Actual results may
differ materially from those Repligen contemplated by these
forward-looking statements. These forward-looking statements
reflect management’s current views and Repligen does not undertake
to update any of these forward-looking statements to reflect a
change in its views or events or circumstances that occur after the
date hereof except as required by law.
Source: Repligen Corporation Sondra Newman Global Head of
Investor Relations(781) 419-1881snewman@repligen.com
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