EMERYVILLE, Calif.,
Nov. 15, 2021 /PRNewswire/
-- Amyris, Inc. (Nasdaq: AMRS), a leading synthetic
biotechnology company accelerating the world to sustainable
consumption through its Lab-to-MarketTM operating
platform, announced that it has closed its offering of 1.50%
convertible senior notes due 2026 (the "notes"), for gross proceeds
of $690.0 million. The proceeds
include the full exercise of the $90.0
million option granted by Amyris to the initial purchasers
of the notes. The notes were 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").
The notes are senior, unsecured obligations of Amyris, and will
bear cash interest at an annual rate of 1.50%, payable semiannually
in arrears on November 15 and
May 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 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 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 is also 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 are 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.
The net proceeds from the offering, after deducting the initial
purchasers' discount and estimated offering expenses payable by
Amyris, were approximately $670.5
million. Amyris used approximately $81.1 million of the net proceeds from the
offering of the notes to pay the cost of the capped call
transactions described below and $51.0
million of the net proceeds to repay 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 and the full
exercise of the option by the initial purchasers, Amyris entered
into privately auctioned and negotiated capped call transactions
with one or more of the initial purchasers or their respective
affiliates and/or other financial institutions (the "option
counterparties"). The cap price of the capped call transactions is
$15.92 per share, which represents a
premium of 100% over the closing price of Amyris common stock of
$7.96 per share on the Nasdaq Global
Select Market on November 9,
2021.
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 Amyris' expected use of net proceeds of the
offering and the impact of the capped call transactions on
potential dilution and/or any cash payments Amyris is required to
make in excess of the principal amount of the converted notes.
Factors that may contribute to such differences include, but are
not limited to, risks related to market conditions or for other
reasons, prevailing market and other general economic, industry or
political conditions in the United
States or internationally and the impact of the COVID-19
pandemic. 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.