CONMED Corporation Announces Issuance of 2.50% Convertible Senior Subordinated Notes
November 11 2004 - 9:15AM
PR Newswire (US)
CONMED Corporation Announces Issuance of 2.50% Convertible Senior
Subordinated Notes UTICA, N.Y., Nov. 11 /PRNewswire-FirstCall/ --
CONMED Corporation (NASDAQ: CNMD) announced today that it has
completed its offering, in a private placement, of $150 million in
aggregate principal amount of 2.50% convertible senior subordinated
notes due 2024. The issuance includes the full exercise of the
initial purchasers' option to purchase up to an additional $25
million of the 2.50% convertible senior subordinated notes. The
convertible notes are subordinated unsecured obligations of the
Company. The notes will be convertible into cash and, if
applicable, shares of the Company's common stock based on an
initial conversion rate, subject to adjustment, of 26.1849 shares
per $1,000 principal amount of notes (which represents an initial
conversion price of approximately $38.19 per share), under certain
circumstances. In general, upon conversion, the holder of each note
would receive the conversion value of the note payable in cash up
to the principal amount of the note and common stock of the Company
for the note's conversion value in excess of the principal amount.
The convertible notes will mature on November 15, 2024 and will not
be redeemable by the Company prior to November 15, 2011. The
holders of the convertible notes will be able to require the
Company to repurchase some or all of the convertible notes on
November 15, 2011, 2014 and 2019. The Company intends to use
approximately $115 million of the net proceeds from the offering to
repay borrowings under its senior credit agreement and has used
approximately $30 million of the remaining net proceeds to
repurchase its common stock in privately negotiated transactions.
The convertible notes have been offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended. The convertible notes and the
underlying common stock issuable upon conversion have not been
registered under the Securities Act or any applicable state
securities laws and may not be offered or sold in the United
States, absent registration or an applicable exemption from such
registration requirements. This announcement is neither an offer to
sell nor a solicitation of an offer to buy any of the securities.
Please note that this press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 that represent the Company's current
expectations and beliefs, including the amount of borrowings under
the Company's senior credit agreement to be repaid. DATASOURCE:
CONMED Corporation CONTACT: Robert Shallish, Jr., Chief Financial
Officer, CONMED Corporation, +1-315-624-3206 Web site:
http://www.conmed.com/
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