Aerie Pharmaceuticals Announces Full Exercise by Initial Purchasers of Option to Purchase Additional $41.25 Million Aggregate...
September 10 2019 - 9:36PM
Business Wire
Aerie Pharmaceuticals, Inc. (NASDAQ: AERI), an ophthalmic
pharmaceutical company focused on the discovery, development and
commercialization of first-in-class therapies for the treatment of
patients with open-angle glaucoma, retinal diseases and other
diseases of the eye, today announced that the initial purchasers of
the previously announced offering of Aerie’s 1.50% Convertible
Senior Notes due 2024 (the “notes”) in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, have elected to fully exercise
their option to purchase an additional $41.25 million aggregate
principal amount of the notes. The settlement of the sale of
additional notes pursuant to the option is expected to occur on
September 12, 2019, subject to customary closing conditions.
Following the closing, there will be a total of $316.25 million
aggregate principal amount of the notes outstanding.
Aerie intends to use approximately $4.3 million of the net
proceeds from the sale of additional notes pursuant to the option
to pay the cost of additional capped call transactions described
below. Aerie expects to use the remainder of the net proceeds for
general corporate purposes, including to fund its commercialization
programs in the United States for both Rhopressa® and Rocklatan®,
its clinical, regulatory and commercialization efforts beyond the
United States, further development of other potential pipeline
opportunities, including activities to support execution of its
retina programs, evaluating possible uses of its existing
proprietary portfolio of molecules beyond ophthalmology, its
external business development efforts and its manufacturing
activities, including the operation of its own manufacturing plant
in Ireland.
In connection with the exercise by the initial purchasers of the
option to purchase additional notes, Aerie has entered into
additional privately negotiated capped call transactions with
certain of the initial purchasers of the notes and/or their
respective affiliates (the “capped call counterparties”). The
capped call transactions are expected generally to reduce potential
dilution to Aerie common stock upon conversion of the notes and/or
offset the potential cash payments that Aerie could be required to
make in excess of the principal amount of any converted notes upon
conversion thereof, with such reduction and/or offset subject to a
cap based on the cap price. The cap price of the additional capped
call transactions is initially $37.00 per share of Aerie common
stock, representing a premium of 100% above the last reported sale
price of $18.50 per share of Aerie common stock on September 4,
2019, and is subject to certain adjustments under the terms of the
capped call transactions.
In connection with establishing their initial hedges of the
additional capped call transactions, the capped call counterparties
have advised Aerie that they and/or their respective affiliates
expect to enter into various derivative transactions with respect
to Aerie common stock and/or purchase Aerie common stock
concurrently with, or shortly after, the exercise of the option to
purchase additional notes. This activity could increase (or reduce
the size of any decrease in) the market price of Aerie common stock
or the notes at that time.
In addition, the capped call counterparties and/or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to Aerie common
stock and/or purchasing or selling Aerie common stock, the notes or
other of Aerie’s securities or instruments (if any) 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 a note or following
any issuance of a notice of redemption with respect to the notes).
This activity could affect the market price of Aerie 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 amount and value of the consideration that noteholders
will receive upon conversion of such notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
Aerie common stock, if any, into which the notes are convertible)
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Any offers of the notes (and the shares of Aerie common stock, if
any, into which the notes are convertible) will be made only to
qualified institutional buyers pursuant to Rule 144A promulgated
under the Securities Act of 1933, as amended, by means of a private
offering memorandum.
The offer and sale of the notes and any shares of Aerie common
stock issuable upon conversion of the notes have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws, and the notes and any such shares may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
About Aerie Pharmaceuticals, Inc.
Aerie is an ophthalmic pharmaceutical company focused on the
discovery, development and commercialization of first-in-class
therapies for the treatment of patients with open-angle glaucoma,
retinal diseases and other diseases of the eye.
Forward-Looking Statements
This press release contains forward-looking statements for
purposes of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. We may, in some cases, use terms
such as “predicts,” “believes,” “potential,” “proposed,”
“continue,” “estimates,” “anticipates,” “expects,” “plans,”
“intends,” “may,” “could,” “might,” “will,” “should,” “exploring,”
“pursuing” or other words that convey uncertainty of future events
or outcomes to identify these forward-looking statements.
Forward-looking statements include statements regarding our
expectations related to the offering discussed in this press
release, including the completion of the sale of additional notes
pursuant to the exercise of the initial purchasers’ option and
related capped call transactions, and the use of proceeds of the
offering. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events, competitive
dynamics, industry change and other factors beyond our control, and
depend on regulatory approvals and economic and other environmental
circumstances that may or may not occur in the future or may occur
on longer or shorter timelines than anticipated. We discuss many of
these risks in greater detail under the heading “Risk Factors” in
the quarterly and annual reports that we file with the Securities
and Exchange Commission (SEC). Any forward-looking statements that
we make in this press release speak only as of the date of this
press release. We assume no obligation to update our
forward-looking statements whether as a result of new information,
future events or otherwise, after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20190910006192/en/
Media: Tad Heitmann 949-526-8747; theitmann@aeriepharma.com
Investors: Ami Bavishi 908-947-3949; abavishi@aeriepharma.com
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