THE WOODLANDS, Texas,
Nov. 21, 2014 /PRNewswire/
-- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) today
announced that it has priced its offering of $80,000,000 aggregate principal amount of 5.25%
Convertible Senior Notes due 2021 (the "Convertible Notes") in a
private offering within the United
States. The Convertible Notes were offered to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Lexicon has also
granted the initial purchasers an option to purchase up to an
additional $15,000,000 aggregate
principal amount of the Convertible Notes on the same terms and
conditions, solely to cover over-allotments. Lexicon expects to
close the offering on November 26,
2014, subject to the satisfaction of customary closing
conditions.
The Convertible Notes will be the general senior unsecured
obligations of Lexicon and will accrue interest at a rate of 5.25%,
payable semi-annually in arrears, and will mature on December 1, 2021. The Convertible Notes will be
convertible into Lexicon's common stock, initially at a rate of
829.1874 shares of common stock per $1,000 principal amount of Convertible Notes.
This represents an initial effective conversion price of
$1.206 per share of common stock. The
initial conversion price represents a premium of 20% to the
$1.005 per share closing price of
Lexicon's common stock on the NASDAQ Global Select Market on
November 20, 2014.
Lexicon estimates that the net proceeds from the offering will
be approximately $77.0 million (or
approximately $91.5 million if the
initial purchasers exercise their over-allotment option in full),
after deducting the initial purchasers' discount and estimated
offering expenses payable by Lexicon. Lexicon intends to use the
net proceeds from the offering for the clinical development of its
drug candidates and other nonclinical research and development
efforts. It may also use a portion of the net proceeds to
acquire or invest in complementary products and technologies or for
general corporate purposes.
Holders of the Convertible Notes will have the right to require
Lexicon to repurchase for cash all or a portion of their
Convertible 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 Convertible
Notes). Lexicon will also be required to increase the
conversion rate for holders who convert their Convertible Notes in
connection with certain fundamental changes occurring prior to the
maturity date.
The Convertible Notes (including the shares of Lexicon's common
stock into which the Convertible Notes are convertible) have not
been registered under the Securities Act, or the securities laws of
any other jurisdiction, and may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and does not constitute an offer to sell, or
the solicitation of an offer to buy, these securities (including
the shares of Lexicon's common stock into which the Convertible
Notes are convertible), nor will there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale is not permitted. Any offers of the
Convertible Notes will be made only by means of a private offering
memorandum.
Safe Harbor Statement
This press release contains "forward-looking" statements,
including statements related to Lexicon's expectations regarding
the completion, timing and size of the proposed offering. Any
statements contained in this press release that are not statements
of historical fact may be deemed to be forward-looking
statements. Words such as "will," "intends" and similar
expressions are intended to identify these forward-looking
statements. There are a number of important factors that
could cause Lexicon's results to differ materially from those
indicated by these forward-looking statements, including risks and
uncertainties related to market conditions and the satisfaction of
customary closing conditions related to the proposed
offering. There can be no assurance that Lexicon will be able
to complete the proposed offering on the anticipated terms, or at
all. Additional risks and uncertainties relating to Lexicon
and its business can be found under the heading "Risk Factors" in
Lexicon's filings with the Securities and Exchange Commission,
including its annual report on Form 10-K for the year ended
December 31, 2013. Unless
required by applicable law, Lexicon undertakes no obligation to
update or revise any such forward-looking statements, whether as a
result of new information, future events or otherwise.
SOURCE Lexicon Pharmaceuticals, Inc.