Tandem Diabetes Care®, Inc. (NASDAQ: TNDM) (“Tandem” or, the
“Company”) announced today that it intends to offer, subject to
market conditions and other factors, $250.0 million aggregate
principal amount of Convertible Senior Notes due 2025 (the “Notes”)
in a private placement to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Tandem
also intends to grant to the initial purchasers of the Notes an
option to purchase, within a 13-day period beginning on, and
including, the date on which the Notes are first issued, up to an
additional $37.5 million aggregate principal amount of Notes.
The Notes will be senior unsecured obligations of Tandem and
will accrue interest payable semiannually in arrears.
The Notes will mature on May 1, 2025, unless earlier
repurchased, redeemed, or converted in accordance with their terms
prior to the maturity date. The Notes will be convertible at the
option of the holders prior to the close of business on the
business day immediately preceding November 1, 2024 only upon the
satisfaction of certain conditions and during certain periods.
Thereafter, the Notes will be convertible at the option of the
holders at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Upon
conversion of the Notes, the Company will settle such conversion in
cash, shares of Tandem’s common stock, or a combination of cash and
shares of Tandem’s common stock, at its election. Tandem may not
redeem the Notes prior to May 6, 2023. Tandem may redeem for cash
all or any portion of the Notes, at its option, on or after May 6,
2023 if the last reported sale price of Tandem’s common stock has
been at least 130 percent of the conversion price then in effect
for at least 20 trading days (whether or not consecutive) during
any 30 consecutive trading day period (including the last trading
day of such period) ending on, and including, the trading day
immediately preceding the date on which Tandem provides notice of
redemption at a redemption price equal to 100 percent of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date. The
interest rate, initial conversion rate, and other terms of the
Notes will be determined at the time of pricing of the
offering.
Tandem intends to use a portion of the net proceeds from the
offering to pay the cost of the privately negotiated capped call
transactions described below, and expects to use the remainder of
the net proceeds from the offering for working capital and other
general corporate purposes.
The Notes and any shares of Tandem’s common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act or any state securities laws. Unless a subsequent
sale is registered under the Securities Act, the Notes and shares
of Tandem’s common stock issuable upon conversion of the Notes may
only be offered or sold in the United States in a transaction that
is exempt from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is not an offer to sell and is not soliciting
an offer to buy any securities, nor will 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.
Capped Call Transaction Summary
In connection with the pricing of the Notes, Tandem expects to
enter into privately negotiated capped call transactions with
certain of the initial purchasers, and/or their respective
affiliates and/or other financial institutions (collectively, the
“option counterparties”). The capped call transactions will cover,
subject to customary anti-dilution adjustments, the number of
shares of Tandem’s common stock underlying the Notes. The capped
call transactions are expected generally to reduce potential
dilution to holders of Tandem’s common stock on any conversion of
Notes and/or offset any cash payments Tandem is required to make in
excess of the principal amount of any such converted Notes, as the
case may be, with such reduction and/or offset subject to a cap. If
the initial purchasers of the Notes exercise their option to
purchase additional Notes, Tandem expects to enter into additional
capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to enter into various derivative
transactions with respect to Tandem’s common stock and/or purchase
Tandem’s common stock concurrently with, or shortly after, the
pricing of the Notes. This activity could increase (or reduce the
size of any decrease in) the market price of Tandem’s common stock
or the Notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Tandem’s common stock
and/or purchasing or selling Tandem’s common stock or other
securities of Tandem in secondary market transactions following the
pricing of the Notes and prior to the maturity of the Notes (and
are likely to do so during any observation period related to a
conversion of Notes). This activity could also cause or avoid an
increase or decrease in the market price of Tandem’s common stock
or the Notes, which could affect noteholders’ ability to convert
the Notes and, to the extent the activity occurs during any
observation period related to a conversion of Notes, it could
affect the number of shares and the value of the consideration that
noteholders will receive upon conversion of such Notes. Further, if
any such capped call transaction fails to become effective, whether
or not the offering of Notes is completed, the option
counterparties or their respective affiliates may unwind their
hedge positions with respect to Tandem’s common stock, which could
adversely affect the value of Tandem’s common stock and, if the
Notes have been issued, the value of the Notes.
About Tandem Diabetes Care, Inc.
Tandem Diabetes Care, Inc. is a medical device company dedicated
to improving the lives of people with diabetes through relentless
innovation and revolutionary customer experience. The Company takes
an innovative, user-centric approach to the design, development and
commercialization of products for people with diabetes who use
insulin. Tandem’s flagship product, the t:slim X2 insulin pump, is
capable of remote software updates using a personal computer and
features integrated continuous glucose monitoring and automated
insulin delivery. Tandem is based in San Diego, California.
Tandem Diabetes Care is a registered trademark, and t:slim X2 is
a trademark of Tandem Diabetes Care, Inc.
Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended, that concern
matters that involve risks and uncertainties that could cause
actual results to differ materially from those anticipated or
projected in the forward-looking statements. These forward-looking
statements include statements relating to the Company’s
expectations regarding the terms of the proposed offering and the
capped call transactions, the completion and timing of the proposed
offering and the capped call transactions, the anticipated use of
the net proceeds from the offering, matters relating to
registration of Tandem’s common stock issuable upon conversion of
the Notes, and expectations regarding the effect of the capped call
transactions and potential actions of the option counterparties,
and other statements that are not purely statements of historical
fact. Such forward-looking statements are based on the Company’s
current expectations and involve assumptions that may never
materialize or may prove to be inaccurate. Actual results, and the
timing of events, may differ materially from those indicated by
such forward-looking statements as a result of various important
factors, including uncertainties regarding market conditions,
including as a result of the COVID-19 global pandemic, the
completion of the offering on the anticipated terms or at all, and
the fact that the Company’s management will have broad discretion
in the use of the proceeds from any sale of the Notes. Other risks
and uncertainties are identified in the Company’s most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and
other documents that the Company files with the Securities and
Exchange Commission. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this release. Unless otherwise required by
applicable law or the rules of The Nasdaq Stock Market, the Company
undertakes no obligation to update or revise any forward-looking
statement in this press release because of new information, future
events or other factors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200512005444/en/
Susan Morrison 858-366-6900 x7005
Tandem Diabetes Care (NASDAQ:TNDM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tandem Diabetes Care (NASDAQ:TNDM)
Historical Stock Chart
From Sep 2023 to Sep 2024