EMERYVILLE, Calif.,
Nov. 10, 2021 /PRNewswire/
-- Amyris, Inc. (Nasdaq: AMRS) ("Amyris"), a leading synthetic
biotechnology company accelerating the world to sustainable
consumption through its Lab-to-MarketTM operating
platform, today announced that it has priced $600.0 million aggregate principal amount of
1.50% convertible senior notes due 2026 (the "notes"). The size of
the offering was increased from the previously announced
$400.0 million in aggregate principal
amount. The notes are to be offered and sold 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 "Act"). Amyris also granted the initial purchasers of the
notes an option to purchase, within a 13-day period from, and
including the date on which the notes are first issued, up to an
additional $90.0 million aggregate
principal amount of notes. The sale is expected to close on
November 15, 2021, subject to
customary closing conditions.
The notes will be senior, unsecured obligations of Amyris. The
notes will bear cash interest at an annual rate of 1.50%, payable
semiannually in arrears on May 15 and
November 15 of each year, beginning
on May 15, 2022.
The notes will mature on November 15,
2026, unless earlier converted, redeemed or repurchased in
accordance with the terms of the notes. Prior to 5:00 p.m., New York
City time, on the business day immediately preceding
June 15, 2026, the notes will be
convertible at the option of holders only upon satisfaction of
certain conditions and during certain periods, and thereafter, the
notes will be convertible at the option of holders at any time
until 5:00 p.m., New York City time, on the second scheduled
trading day immediately preceding the maturity date, regardless of
whether such conditions have been met. Upon conversion, the notes
may be settled in shares of Amyris' common stock (the "common
stock"), cash or a combination of cash and shares of common stock,
at the election of Amyris.
The notes will have an initial conversion rate of 93.0579 shares
of common stock per $1,000 principal
amount of notes (which is subject to adjustment in certain
circumstances). This is equivalent to an initial conversion price
of approximately $10.75 per share.
The initial conversion price represents a premium of approximately
35% to the $7.96 per share closing
price of the common stock on The Nasdaq Global Select Market on
November 9, 2021.
Holders of the notes will have the right to require Amyris to
repurchase for cash all or a portion of their notes at 100% of
their principal amount, plus any accrued and unpaid interest, upon
the occurrence of a fundamental change (as defined in the indenture
relating to the notes). Amyris will also be required, in certain
circumstances, to increase the conversion rate for holders who
convert their notes in connection with certain fundamental changes
prior to the maturity date or convert their notes called (or deemed
called) for redemption during the related redemption period, as the
case may be. The notes will be redeemable, in whole or in part, for
cash at Amyris' option at any time, and from time to time, on or
after November 20, 2024, but only if
the last reported sale price per share of Amyris' common stock
exceeds 130% of the conversion price for a specified period of
time.
Amyris estimates that the net proceeds from the offering will be
approximately $583.0 million (or
approximately $670.5 million if the
initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers' discount
and estimated offering expenses payable by Amyris. Amyris intends
to use $70.5 million of the net
proceeds to pay the cost of the capped call transactions described
below and $51.0 million of the net
proceeds to repay certain existing senior debt instruments.
Amyris intends to use the remaining net proceeds for general
corporate purposes, which may include, among other things,
acquiring complementary products, technologies, intellectual
property or businesses.
In connection with the pricing of the notes, Amyris entered into
capped call transactions with certain of the initial purchasers or
their respective affiliates and other financial institutions (the
"option counterparties"). The capped call transactions are expected
generally to reduce the potential dilution to the common stock upon
any conversion of the notes and/or offset any cash payments Amyris
is required to make in excess of the principal amount of converted
notes, as the case may be, with such reduction and/or offset
subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties and their
respective affiliates expect to purchase shares of the common stock
and/or enter into various derivative transactions with respect to
the 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 the common stock or the notes at
that time.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to the common stock
and/or purchasing or selling the common stock 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 and may do so
following any repurchase of notes by Amyris on any fundamental
change repurchase date or otherwise). This activity could also
cause or avoid an increase or a decrease in the market price of the
common stock or the notes, which could affect the holder's ability
to convert the notes and, to the extent the activity occurs during
any observation period related to a conversion of the notes, it
could affect the number of shares and the value of the
consideration that the holder would receive upon conversion of the
notes.
If the initial purchasers exercise their option to purchase
additional notes, Amyris expects to use the resulting additional
proceeds of the sale of the additional notes to pay the cost of
entering into the additional capped call transactions, for the
repayment of existing senior debt instruments and for general
corporate purposes, which may include, among other things,
acquiring complementary products, technologies, intellectual
property or businesses.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
the 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 will be made only by means of a private
offering memorandum.
The notes and any shares of the common stock issuable upon
conversion of the notes have not been registered under the Act, or
any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from such registration
requirements.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may include forward-looking statements within
the meaning Section 27A of the Private Securities Litigation Reform
Act. Words such as "anticipate," "believe," "estimate," "expect,"
"intend," "should," "will" and variations of these terms or the
negative of these terms and similar expressions are intended to
identify these forward-looking statements. Forward-looking
statements in this press release may include but are not limited to
statements regarding the timing and closing of Amyris' offering of
the notes and expected use of net proceeds of the offering. Factors
that may contribute to such differences include, but are not
limited to, risks related to whether Amyris will consummate the
offering of the notes on the expected terms, or at all, whether the
capped call transactions will become effective, , prevailing market
and other general economic, industry or political conditions in
the United States or
internationally, the impact of the COVID-19 pandemic, whether
Amyris will be able to satisfy the conditions required to close any
sale of the notes and the expected use of the net proceeds from the
offering, which could change as a result of market conditions. The
foregoing list of risks and uncertainties is illustrative, but is
not exhaustive. For information about other potential factors that
could affect Amyris' business and financial results, please review
the "Risk Factors" described in Amyris' Annual Report on Form 10-K
for the year ended December 31, 2020
filed with the Securities and Exchange Commission (the "SEC") and
in Amyris' other filings with the SEC. These forward-looking
statements speak only as of the date hereof or as of the date
otherwise stated herein. Amyris disclaims any obligation to update
these forward-looking statements.
About Amyris
Amyris (Nasdaq: AMRS) is a leading synthetic biotechnology
company, transitioning the Clean Health & Beauty and Flavors
& Fragrances markets to sustainable ingredients through
fermentation and the company's proprietary
Lab-to-MarketTM operating platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the world's top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, the Amyris logo and Lab-to-Market are trademarks or
registered trademarks of Amyris, Inc. in the U.S. and/or other
countries.
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SOURCE Amyris, Inc.