CV Therapeutics Announces Sale of $25 Million in Convertible Notes From Additional Purchase Option
June 08 2004 - 8:30AM
PR Newswire (US)
CV Therapeutics Announces Sale of $25 Million in Convertible Notes
From Additional Purchase Option PALO ALTO, Calif., June 8
/PRNewswire-FirstCall/ -- CV Therapeutics, Inc. (NASDAQ:CVTX)
announced today that the initial purchasers of CV Therapeutics'
2.75% senior subordinated convertible notes due 2012 have exercised
their option to purchase an additional $25.0 million aggregate
principal amount of the notes. The closing of this additional
purchase option increases the aggregate principal amount of 2.75%
senior subordinated convertible notes due 2012 to $150.0 million.
The offering of the notes was made through a private placement to
qualified institutional buyers pursuant to Rule 144A. The Company
may redeem all or a portion of the notes at any time after May 20,
2009. The notes will be convertible by holders at any time on or
prior to maturity into shares of the Company's common stock at an
initial conversion rate of 56.5475 shares of common stock per
$1,000 principal amount of notes (subject to adjustment in certain
circumstances), which represents an initial conversion price of
approximately $17.68 per share of common stock based on the issue
price of the notes. The Company has reached agreements with a
limited number of holders of its outstanding 4.75% convertible
subordinated notes due 2007 in privately negotiated transactions to
repurchase an additional $15.0 million aggregate principal amount
of such notes. These additional repurchases increase the aggregate
principal amount of 4.75% notes that the Company has repurchased to
approximately $116.6 million. In addition, the Company may also use
an additional portion of the net proceeds from the offering to
repurchase an additional portion of its outstanding convertible
debt, including subordinated debt. Approximately $12.3 million of
the net proceeds from the sale of the entire $150.0 aggregate
principal amount of the notes will be used to fund an escrow
account to provide security for the first six scheduled interest
payments on the notes. The Company intends to use the remaining net
proceeds of the offering for general corporate purposes, which may
include funding research, development and product manufacturing,
preclinical and clinical trials, preparation and filing of new drug
applications, product commercialization, increasing its working
capital and capital expenditures. The notes have not been
registered under the Securities Act of 1933, as amended, or any
applicable state securities laws. Unless so registered, the notes
may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities
Act and applicable state securities laws. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state. Except for the historical
information contained herein, the matters set forth in this press
release, including statements as to development and
commercialization of the Company's products, are forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including,
early stage of development; regulatory review and approval of our
products; the timing of clinical trials; the dependence on
collaborative and licensing agreements; operating at a loss;
commercialization of our products; and other risks detailed from
time to time in CVT's SEC reports, including its most recent Annual
Report on Form 10-K, and its most recent Quarterly Report on Form
10-Q. CVT disclaims any intent or obligation to update these
forward-looking statements. DATASOURCE: CV Therapeutics, Inc.
CONTACT: investors, Dan Spiegelman, SVP & Chief Financial
Officer, +1-650-384-8509, or Christopher Chai, Treasurer &
Executive Director, Investor Relations, +1-650-384-8560, or media,
John Bluth, Senior Director, Corporate Communications,
+1-650-384-8850, all of CV Therapeutics, Inc. Web site:
http://www.cvt.com/
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