BRIDGEWATER, N.J., May 13, 2021 /PRNewswire/ -- Insmed
Incorporated (Nasdaq: INSM) announced today the closing of the
previously announced registered underwritten public offering (the
"Equity Offering") of 11,500,000 shares of its common stock (the
"Shares"), including 1,500,000 Shares issued pursuant to the
exercise in full of the underwriters' option to purchase additional
Shares, at a price to the public of $25.00 per share before deducting underwriting
discounts and commissions, and the previously announced registered
underwritten public offering (the "Notes Offering") of $575 million aggregate principal amount of its
0.75% convertible senior notes due 2028 (the "Notes"), including
$75 million aggregate principal
amount of Notes purchased pursuant to the exercise in full of the
underwriters' option to purchase additional Notes, solely to cover
over-allotments. A portion of the net proceeds from the offering of
the Notes will be used to repurchase $225
million in aggregate principal amount of Insmed's existing
outstanding 1.75% Convertible Senior Notes due 2025 (the "2025
Notes"). The gross proceeds to Insmed from the offerings, before
deducting underwriting discounts and commissions and other offering
expenses payable by Insmed, were $287.5
million and $575 million,
respectively.
The Notes are senior unsecured obligations of Insmed and rank
senior in right of payment to any of Insmed's future indebtedness
that is expressly subordinated in right of payment to the Notes and
rank equally in right of payment with all of Insmed's existing and
future liabilities that are not so subordinated, including the
existing 2025 Notes. The Notes will accrue interest payable
semiannually in arrears on June 1 and
December 1 of each year at the rate
of 0.75% per year, beginning on December 1,
2021. The Notes will mature on June
1, 2028, unless earlier repurchased, redeemed or converted
in accordance with their terms prior to such date. Prior to
June 6, 2025, Insmed will not have
the right to redeem the Notes. Subject to certain conditions, on or
after June 6, 2025, Insmed may redeem
for cash all or a part of the Notes. Prior to March 1, 2028, the Notes will be convertible at
the option of holders of the Notes only upon satisfaction of
certain conditions and during certain periods, and thereafter, will
be convertible at any time until the close of business on the
second scheduled trading day immediately preceding the maturity
date. Upon conversion, holders of the Notes will receive shares of
Insmed common stock, cash or a combination thereof, at Insmed's
election. The conversion rate for the Notes is initially 30.7692
shares of Insmed common stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately
$32.50 per share, and is subject to
adjustment under the terms of the Notes. Insmed may be obligated to
increase the conversion rate for any conversion that occurs in
connection with certain corporate events or a redemption of the
Notes by Insmed. The initial conversion price represents a premium
of approximately 30% over the public offering price per share of
the Shares in the Equity Offering.
Concurrently with the offerings, Insmed entered into separate
and privately negotiated repurchase transactions with certain
holders of a portion of the 2025 Notes. In these transactions,
Insmed will repurchase 2025 Notes with an aggregate principal
amount of $225 million for an
aggregate repurchase price of approximately $238.9 million, using a portion of the net
proceeds from the Notes Offering. Insmed intends to use the
remaining net proceeds from the Notes Offering and the net proceeds
from the Equity Offering to fund activities related to the
commercialization and development of ARIKAYCE, further research and
development of brensocatib, TPIP or any of its product candidates,
and for other general corporate purposes, including business
expansion activities.
J.P. Morgan Securities LLC and SVB Leerink LLC acted as
book-running managers for the offerings. Morgan Stanley & Co.
LLC also acted as a book-running manager for the offerings. Credit
Suisse Securities (USA) LLC and
Stifel, Nicolaus & Company, Incorporated acted as co-lead
managers for the Equity Offering. Cantor Fitzgerald & Co. and
H.C. Wainwright & Co., LLC acted as co-managers for the Equity
Offering.
A shelf registration statement on Form S-3 (File No. 333-238560)
relating to the Equity Offering and the Notes Offering as described
above has been filed with the Securities and Exchange Commission
("SEC"), and became automatically effective upon filing on
May 21, 2020. A final prospectus
supplement relating to and describing the terms of each offering
was filed with the SEC and is available on the SEC's website at
www.sec.gov. Alternatively, copies may be obtained from: J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at (866) 803-9204 or by email at
prospectus-eq_fi@jpmorgan.com; or SVB Leerink LLC, Attention:
Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800)
808-7525, ext. 6105 or by email at syndicate@svbleerink.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Insmed
Insmed Incorporated is a global biopharmaceutical company on a
mission to transform the lives of patients with serious and rare
diseases. Insmed's first commercial product is a first-in-disease
therapy approved in the United
States, Europe, and
Japan to treat a chronic,
debilitating lung disease. The Company is also progressing a robust
pipeline of investigational therapies targeting areas of serious
unmet need, including neutrophil-mediated inflammatory diseases and
rare pulmonary disorders. Insmed is headquartered in Bridgewater, New Jersey, with a growing
footprint across Europe and in
Japan.
Forward-looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties. "Forward-looking
statements," as that term is defined in the Private Securities
Litigation Reform Act of 1995, are statements that are not
historical facts and involve a number of risks and uncertainties.
Words herein such as "may," "will," "should," "could," "would,"
"expects," "plans," "anticipates," "believes," "estimates,"
"projects," "predicts," "intends," "potential," "continues," and
similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) may
identify forward-looking statements.
The forward-looking statements in this press release are based
upon the Company's current expectations and beliefs, and involve
known and unknown risks, uncertainties and other factors, which may
cause the Company's actual results, performance and achievements
and the timing of certain events to differ materially from the
results, performance, achievements or timing discussed, projected,
anticipated or indicated in any forward-looking statements. Such
risks, uncertainties and other factors include, among others, the
following: failure to obtain, or delays in obtaining, regulatory
approvals for ARIKAYCE outside the U.S. or Europe, or for the Company's product
candidates in the U.S., Europe, Japan or other
markets; failure to successfully commercialize ARIKAYCE, the
Company's only approved product, in the U.S., Europe or Japan (amikacin liposome inhalation
suspension, Liposomal 590 mg Nebuliser Dispersion, and amikacin
inhalation 590 mg (amikacin sulfate inhalation drug product),
respectively), or to maintain U.S., European or Japanese approval
for ARIKAYCE; business or economic disruptions due to catastrophes
or other events, including natural disasters or public health
crises; impact of the novel coronavirus (COVID-19) pandemic and
efforts to reduce its spread on the Company's business, employees,
including key personnel, patients, partners and suppliers; risk
that brensocatib does not prove effective or safe for patients in
ongoing and future clinical studies, including the ASPEN study; risk that TPIP does not prove to
be effective or safe for patients in ongoing and future clinical
studies; uncertainties in the degree of market acceptance of
ARIKAYCE by physicians, patients, third-party payors and others in
the healthcare community; the Company's inability to obtain full
approval of ARIKAYCE from the U.S. Food and Drug Administration,
including the risk that the Company will not timely and
successfully complete the study to validate a PRO tool and the
confirmatory post-marketing study required for full approval of
ARIKAYCE; inability of the Company, PARI or the Company's other
third-party manufacturers to comply with regulatory requirements
related to ARIKAYCE or the Lamira® Nebulizer
System; the Company's inability to obtain adequate reimbursement
from government or third-party payors for ARIKAYCE or acceptable
prices for ARIKAYCE; development of unexpected safety or efficacy
concerns related to ARIKAYCE or the Company's product candidates;
inaccuracies in the Company's estimates of the size of the
potential markets for ARIKAYCE or its product candidates or in data
the Company has used to identify physicians, expected rates of
patient uptake, duration of expected treatment, or expected patient
adherence or discontinuation rates; the Company's inability to
create an effective direct sales and marketing infrastructure or to
partner with third parties that offer such an infrastructure for
distribution of ARIKAYCE or any of the Company's product candidates
that are approved in the future; failure to obtain regulatory
approval to expand ARIKAYCE's indication to a broader patient
population; failure to successfully conduct future clinical trials
for ARIKAYCE, brensocatib, TPIP and the Company's other product
candidates due to the Company's limited experience in conducting
preclinical development activities and clinical trials necessary
for regulatory approval and its potential inability to enroll or
retain sufficient patients to conduct and complete the trials or
generate data necessary for regulatory approval, among other
things; risks that our clinical studies will be delayed or that
serious side effects will be identified during drug development;
failure of third parties on which the Company is dependent to
manufacture sufficient quantities of ARIKAYCE or the Company's
product candidates for commercial or clinical needs, to conduct the
Company's clinical trials, or to comply with the Company's
agreements or laws and regulations that impact the Company's
business or agreements with the Company; the Company's inability to
attract and retain key personnel or to effectively manage the
Company's growth; the Company's inability to adapt to its highly
competitive and changing environment; the Company's inability to
adequately protect its intellectual property rights or prevent
disclosure of its trade secrets and other proprietary information
and costs associated with litigation or other proceedings related
to such matters; restrictions or other obligations imposed on the
Company by its agreements related to ARIKAYCE or the Company's
product candidates, including its license agreements with PARI and
AstraZeneca AB, and failure of the Company to comply with its
obligations under such agreements; the cost and potential
reputational damage resulting from litigation to which the Company
is or may become a party, including product liability claims; the
Company's limited experience operating internationally; changes in
laws and regulations applicable to the Company's business,
including any pricing reform, and failure to comply with such laws
and regulations; inability to repay the Company's existing
indebtedness and uncertainties with respect to the Company's
ability to access future capital; and delays in the execution of
plans to build out an additional third-party manufacturing facility
approved by the appropriate regulatory authorities and unexpected
expenses associated with those plans.
The Company may not actually achieve the results, plans,
intentions or expectations indicated by the Company's
forward-looking statements because, by their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. For additional information about the risks
and uncertainties that may affect the Company's business, please
see the factors discussed in Item 1A, "Risk Factors," in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2020, our quarterly
report on Form 10-Q for the quarter ended March 31, 2021, and any subsequent Company
filings with the SEC.
The Company cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date of
this press release. The Company disclaims any obligation, except as
specifically required by law and the rules of the SEC, to publicly
update or revise any such statements to reflect any change in
expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements.
Contact:
Investors:
Eleanor Barisser
Associate Director, Investor Relations
Insmed
(718) 594-5332
eleanor.barisser@insmed.com
Media:
Mandy Fahey
Senior Director, Corporate Communications
Insmed
(732) 718-3621
amanda.fahey@insmed.com
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SOURCE Insmed Incorporated