Ciphergen Enters Into Agreements to Exchange $27.5 Million of Its Outstanding 4.5% Convertible Senior Notes for New Convertible
November 03 2006 - 11:13AM
PR Newswire (US)
FREMONT, Calif., Nov. 3 /PRNewswire-FirstCall/ -- Ciphergen
Biosystems, Inc. (NASDAQ:CIPH) announced today that it has entered
into separate privately negotiated agreements with certain holders
of its outstanding 4.50% Convertible Senior Notes due 2008 (the
"Outstanding Notes") under which such holders have agreed to
exchange $27.5 million aggregate principal amount of Outstanding
Notes for $16.5 million aggregate principal amount of a new series
of 7.00% Convertible Senior Notes due 2011 (the "New Notes") and
$11.0 million in cash. The transactions are contingent on the
completion of the sale of the life science research business to
Bio-Rad Laboratories, Inc. The exchange is expected to close on or
about November 8, 2006. The New Notes will mature on September 1,
2011, bear interest at a rate of 7.00% per year, which may be
reduced to 4.00% per year if the Company receives approval or
clearance for commercial sale of any of its ovarian cancer tests by
the U.S. Food and Drug Administration (FDA). The New Notes are
convertible into the Company's common stock at an initial
conversion price of $2.00 per share. The New Notes issuable in the
exchange transactions and the common stock issuable upon conversion
of the New Notes have not been registered under the Securities Act
of 1933 (the "Securities Act") or the securities laws of any state
and, unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from the
registration requirement of the Securities Act and applicable state
securities laws. The Company has agreed to file a registration
statement for the resale of the New Notes and the underlying shares
of common stock within 30 days following the closing of the
transactions. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any of these
securities. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act. NOTE: Ciphergen
is a registered trademark of Ciphergen Biosystems, Inc. DATASOURCE:
Ciphergen Biosystems, Inc. CONTACT: Investor Relations, Sue
Carruthers of Ciphergen Biosystems, Inc., +1-510-505-2233; or
Media, Daryl Messinger of WeissComm Partners, +1-415-946-1062
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