BOULDER, Colo., Nov. 16, 2017 /PRNewswire/ -- Array
BioPharma Inc. (Nasdaq: ARRY) ("Array" or the "Company") announced
today that it has entered into separate, privately negotiated
exchange agreements with a limited number of holders of its 3.00%
Convertible Senior Notes due 2020 (the "2020 Notes"). Pursuant to
the exchange agreements, Array will exchange approximately
$107 million in aggregate principal
of 2020 Notes for (i) a number of newly issued shares of its
common stock (with such number rounded down to the nearest whole
share for each holder) to be determined based on the
volume-weighted average trading price of its common stock on
November 17, 2017 (the "Reference
Date") (collectively, the "Exchange Shares"), and (ii)
approximately $107 million in
aggregate principal amount of its newly issued 2.625% Convertible
Senior Notes due 2024 (the "2024 Notes"). The Company will not
receive any cash proceeds from the issuance of the Exchange Shares
or the 2024 Notes.
The Company anticipates that the settlement of the transactions
under the exchange agreements will occur on or about December 1, 2017, subject to satisfaction of
customary closing conditions. Upon completion of the exchanges, the
aggregate principal amount of the 2020 Notes will be reduced to
approximately $25.2 million. In
connection with the exchange, holders of the 2020 Notes may decide
to adjust their hedge positions by purchasing shares of the
Company's common stock or entering into other hedging transactions
in the Company's common stock. These activities could have the
effect of increasing, or limiting a decline in, the market price of
the Company's common stock on the Reference Date.
The 2024 Notes
The 2024 Notes will mature on December 1,
2024 and will bear interest at a rate of 2.625% per year,
payable semi-annually in arrears on June
1 and December 1 of each year,
beginning on June 1, 2018. Holders of
the 2024 Notes may convert their 2024 Notes at their option at any
time prior to the close of business on the business day immediately
preceding September 1, 2024 only
under certain limited circumstances. On or after September 1, 2024, until the close of business on
the scheduled trading day immediately preceding the maturity date,
holders may convert their 2024 Notes at any time, regardless of the
circumstances. Upon conversion, the Company will pay or deliver, as
the case may be, cash, shares of the Company's common stock or a
combination of cash and shares, at the Company's election, as
described in the indenture for the 2024 Notes.
The initial conversion rate of the 2024 Notes will be based on a
conversion premium of approximately 32.5% above the arithmetic
average of the daily volume-weighted average price of the Company's
common stock as published on Bloomberg page "ARRY <equity>
AQR" on the Reference Date. Following the occurrence of certain
corporate events, or if we deliver a notice of redemption, we will,
in certain circumstances, increase the conversion rate for a holder
that converts its notes in connection with such corporate event.
The Company may not redeem the 2024 Notes prior to December 8, 2021, except for the 2024 Notes that
the Company is required to repurchase in connection with a
fundamental change (as defined in the related indenture) or on any
specified repurchase date (as defined in the indenture). On or
after December 8, 2021 and prior to
September 1, 2024, the Company may
redeem for cash all or part of the 2024 Notes under certain
circumstances. The redemption price for the 2024 Notes will equal
100% of the principal amount of the 2024 Notes being redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date.
If the Company undergoes a fundamental change (as defined in the
indenture), holders of 2024 Notes may require the Company to
repurchase for cash all or part of their 2024 Notes at a repurchase
price equal to 100% of the principal amount of the 2024 Notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the fundamental change repurchase date.
The 2024 Notes, any shares of common stock issuable upon
conversion of the 2024 Notes and the Exchange Shares have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities law. The Company does
not intend to file a registration statement for resale of the 2024
Notes, the shares of common stock, if any, issuable upon conversion
thereof or the Exchange Shares. Accordingly, we are offering the
2024 Notes and the Exchange Shares only to persons who are both
accredited investors (within the meaning of Rule 501 promulgated
under the Securities Act) and qualified institutional buyers (as
defined in Rule 144A under the Securities Act) in reliance on a
private placement exemption from registration under the Securities
Act. This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
About Array BioPharma
Array BioPharma Inc. is a biopharmaceutical company focused on the
discovery, development and commercialization of targeted small
molecule drugs to treat patients afflicted with cancer. Nine
registration studies are currently advancing related to seven
Array-owned or partnered drugs: binimetinib (MEK162), encorafenib
(LGX818), selumetinib (partnered with AstraZeneca), danoprevir
(partnered with Roche), ipatasertib (partnered with Genentech),
larotrectinib (partnered with Loxo Oncology) and tucatinib
(partnered with Cascadian Therapeutics).
Certain statements contained herein may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are not historical facts and are based
on current expectations, estimates and projections about the
Company's industry, management's beliefs and certain assumptions
made by management, many of which, by their nature, are inherently
uncertain and beyond our control. Accordingly, readers are
cautioned that any such forward-looking statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict
including, without limitation, whether or not the Company will
consummate the issuance of the 2024 Notes and the Exchange Shares
pursuant to the exchange agreements and such other factors as are
set forth in the risk factors detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange
Commission ("SEC") including, without limitation, the risk factors
detailed in the Company's Annual Report on Form 10-K for the year
ended June 30, 2017. Since
such statements involve risks and uncertainties, the actual results
and performance of the Company may turn out to be materially
different from the results expressed or implied by such
forward-looking statements, and readers are cautioned not to place
undue reliance on such forward-looking statements. Readers should
carefully review the risks and uncertainties disclosed in the
Company's reports with the SEC, including, without limitation,
those detailed under the heading "Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended June 30, 2017, and in other reports or documents
the Company files with, or furnishes to, the SEC from time to time.
The information in this press release is as of November 16,
2017, and the Company disclaims any obligation to update any such
risks or uncertainties or to announce publicly the result of any
changes to the forward-looking statements made herein, unless
otherwise required by law.
CONTACT:
|
Tricia
Haugeto
|
|
(303)
386-1193
|
|
thaugeto@arraybiopharma.com
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SOURCE Array BioPharma Inc.