SAN DIEGO, June 4, 2015 /PRNewswire/ -- Sequenom, Inc.
(NASDAQ: SQNM), a life sciences company committed to enabling
healthier lives through the development of innovative products and
services, announced today that it has entered into separate,
privately negotiated exchange agreements with certain holders of
its outstanding 5.00% Convertible Senior Notes due 2017 issued on
September 17, 2012 (the "Existing
Notes") pursuant to which Sequenom will exchange $85 million in aggregate principal amount of the
Existing Notes for $85 million in
aggregate principal amount of new 5.00% Convertible Exchange Senior
Notes due 2018 (the "New Notes"). Following the closing of these
transactions, $45 million in
aggregate principal amount of the Existing Notes will remain
outstanding with terms unchanged. The exchange is expected to
close on June 9, 2015, subject to
customary closing conditions.
The New Notes will accrue interest at an annual rate of 5.00%,
payable semi-annually in arrears in cash on April 1 and October
1 of each year, beginning October 1,
2015. The New Notes will mature on January 1, 2018, unless previously repurchased or
exchanged in accordance with their terms prior to such date.
The New Notes are convertible at any time prior to the third
trading day immediately preceding the maturity date, at the option
of the holders, into shares of the Company's common stock (the
"Common Stock"). Subject to compliance with certain
conditions, the Company has the right to mandatorily convert the
New Notes if the last reported sales price of the Common Stock
equals or exceeds 115% of the applicable conversion price of the
New Notes for at least 20 trading days during the 30 consecutive
trading day period ending within five trading days immediately
prior to the date on which the Company delivers a mandatory
conversion notice.
The conversion rate is initially 216.0644 shares of Common Stock
per $1,000 principal amount of New
Notes (equivalent to an initial conversion price of approximately
$4.63 per share of Common Stock), and
will be subject to adjustment upon the occurrence of certain
events. In addition, holders of the New Notes who convert
their Notes in connection with a make-whole fundamental change (as
defined in the Indenture), whose New Notes are converted in
connection with a mandatory conversion or who convert their notes
on a conversion date on which the last reported sales price of the
Common Stock exceeds the then applicable conversion price are,
under certain circumstances, entitled to an increase in the
conversion rate.
The Company may not redeem the New Notes prior to the maturity
date. Upon a fundamental change (as defined in the
Indenture), subject to certain exceptions, the holders may require
that the Company repurchase some or all of their New Notes for cash
at a repurchase price equal to 100% of the principal amount of the
New Notes being repurchased, plus any accrued and unpaid interest
to, but excluding, the fundamental change repurchase date.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the New Notes or the Common Stock
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.
Forward-Looking Statements
This press release contains forward-looking statements
concerning Sequenom's expectations, anticipations, intentions,
beliefs or strategies regarding the proposed exchange transactions
and the expected closing date for the proposed exchange
transactions. Actual events or results may differ materially from
those contained in the forward-looking statements. Please refer to
the documents Sequenom files on a consolidated basis from time to
time with the Securities and Exchange Commission, specifically
Sequenom's most recent Form 10-K and Form 10-Q. These documents
contain and identify important factors that could cause the actual
results for Sequenom on a consolidated basis to differ materially
from those contained in our forward-looking statements. Although
the company believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee
future results, levels of activity, performance or achievements.
Existing and prospective investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. Sequenom undertakes no obligation to update or
revise the information contained in this press release, whether as
a result of new information, future events or circumstances or
otherwise.
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SOURCE Sequenom, Inc.