Repligen Corporation (NASDAQ: RGEN) (“Repligen”) today announced
the pricing of concurrent underwritten public offerings of
1,380,000 shares of its common stock (the “Shares”) at a public
offering price of $87.00 per share for gross proceeds, before
deducting underwriting discounts and commissions and estimated
offering expenses, of approximately $120 million, and $250 million
aggregate principal amount of 0.375% Convertible Senior Notes due
2024 (the “Notes”). In addition, Repligen has granted the
underwriters of the offering of Shares (the “Shares Offering”) a
30-day option to purchase up to an additional 207,000 Shares and
the underwriters of the offering of Notes (the “Notes Offering”) a
13-day option to purchase up to $37.5 million aggregate principal
amount of additional Notes solely to cover over-allotments. The
sale of the Shares to the underwriters in the Shares Offering is
expected to settle on July 19, 2019, subject to customary closing
conditions, and is expected to result in approximately $113.6
million in net proceeds to Repligen after deducting underwriting
discounts and commissions and other estimated offering expenses
payable by Repligen (assuming no exercise of the underwriters’
option to purchase additional Shares). The sale of the Notes to the
underwriters in the Notes Offering is expected to settle on July
19, 2019, subject to customary closing conditions, and is expected
to result in approximately $242.0 million in net proceeds to
Repligen after deducting underwriting discounts and commissions and
other estimated offering expenses payable by Repligen (assuming no
exercise of the underwriters’ option to purchase additional Notes).
Neither offering is contingent on the completion of the other
offering.
The Notes will be senior, unsecured obligations of Repligen, and
will bear interest at a rate of 0.375% per year. Interest will be
payable semi-annually in arrears on January 15 and July 15 of each
year, beginning on January 15, 2020. The Notes will mature on
July 15, 2024, unless earlier repurchased or converted. The initial
conversion rate for the Notes is 8.6749 shares of Repligen’s common
stock per $1,000 principal amount of Notes (which is equivalent to
an initial conversion price of approximately $115.28 per share,
which represents a premium of approximately 32.5% over the public
offering price of Repligen’s common stock in the concurrent Shares
Offering of $87.00 per share). Prior to the close of business on
the business day immediately preceding April 15, 2024, the Notes
will be convertible at the option of the holders of Notes only upon
the satisfaction of specified conditions and during certain
periods. Thereafter until the close of business on the second
scheduled trading day preceding the maturity date, the Notes will
be convertible at the option of the holders of Notes at any time
regardless of these conditions. Conversions of the Notes will be
settled in cash, shares of Repligen’s common stock or a combination
thereof, at Repligen’s election.
The Notes are not redeemable by Repligen prior to maturity.
Holders of Notes may require Repligen to repurchase their Notes
upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the Notes at a purchase price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the date of repurchase. In
connection with certain corporate events, Repligen will, under
certain circumstances, increase the conversion rate for holders of
Notes who elect to convert their Notes in connection with such
corporate event.
Repligen intends to use a portion of the net proceeds to
exchange, with a limited number of holders in privately negotiated
transactions, approximately $92.0 million aggregate principal
amount of its existing 2.125% Convertible Senior Notes due 2021
(the “2016 Notes”) for a combination of cash and shares of
Repligen’s common stock to be completed concurrently with the
closing of the Notes Offering (the “Note Exchanges”). Repligen
expects to pay approximately $92.3 million in cash, which includes
accrued and unpaid interest, and issue approximately 1.85 million
shares of common stock, to settle the Note Exchanges.
Contemporaneously with the closing of the offerings, Repligen
intends to issue a notice of redemption in respect of the remaining
approximately $23.0 million principal amount of 2016 Notes, which
Repligen expects would result in the conversion of all or
substantially all of the remaining 2016 Notes in accordance with
their terms prior to the end of Repligen’s third fiscal quarter of
2019. Repligen intends to settle conversions of the remaining 2016
Notes with cash in an amount equal to the principal amount thereof
and shares of Repligen’s common stock in excess thereof.
In connection with the Notes Exchanges, the holders of 2016
Notes that exchange their 2016 Notes may enter into or unwind
various derivatives with respect to Repligen’s common stock
(including entering into derivatives with an affiliate of one of
the underwriters in the Notes Offering) and/or purchase or sell
shares of Repligen’s common stock in the market. In addition,
Repligen expects that certain purchasers of the Notes may establish
a short position with respect to Repligen’s common stock by short
selling Repligen’s common stock or by entering into short
derivative positions with respect to Repligen’s common stock
(including entering into derivatives with an affiliate of one of
the underwriters in the Notes Offering), in each case, in
connection with the Notes Offering. Any of the above market
activities by holders of the 2016 Notes or purchasers of the Notes,
as applicable, could increase (or reduce the size of any decrease
in) or decrease (or reduce the size of any increase in) the market
price of Repligen’s common stock or the Notes at that time and
Repligen cannot predict the magnitude of such market activity or
the overall effect it will have on the price of the Notes or
Repligen’s common stock.
Repligen intends to use the remainder of the net proceeds from
the offerings for working capital and other general corporate
purposes, including to fund possible acquisitions of, or
investments in, complementary businesses, products, services and
technologies. Repligen has not entered into any agreements or
commitments with respect to any acquisitions or investments at this
time.
J.P. Morgan Securities LLC, Stephens Inc. and Janney Montgomery
Scott are acting as joint book-running managers for the Shares
Offering. Craig-Hallum Capital Group and First Analysis Securities
Corp. are acting as co-managers for the Shares Offering. J.P.
Morgan Securities LLC is acting as the sole book-running manager
for the Notes Offering. Stephens Inc., Janney Montgomery
Scott and Stifel are acting as co-managers for the Notes
Offering.
The Shares Offering and the Notes Offering are being made
pursuant to Repligen’s shelf registration statement (including a
base prospectus), a preliminary prospectus supplement related to
the Shares Offering (together with such base prospectus, the
“Shares Prospectus”) and a preliminary prospectus supplement
related to the Notes Offering (together with such base prospectus,
the “Notes Prospectus”), all of which Repligen filed with the
Securities and Exchange Commission (“SEC”). Repligen intends to
file final prospectus supplements related to the Shares Offering
and the Notes Offering with the SEC. Before investing in the Shares
or the Notes, investors should read the Shares Prospectus and the
Notes Prospectus, respectively, in each case, including the
documents incorporated by reference therein, and any free writing
prospectus related to the Shares Offering and the Notes Offering,
as the case may be.These documents may be freely obtained by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
copies may be obtained, when available, from J.P. Morgan Securities
LLC, Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or
by email at prospectus-eq_fi@jpmchase.com, from Stephens Inc.,
Attention: Equity Syndicate Desk, 111 Center Street, Little Rock,
AR 72201, or by telephone at (800) 643-9691, or by email at
prospectus@stephens.com or from Janney Montgomery Scott, Attention:
Equity Syndicate, 60 State Street, 35th Floor, Boston, MA 02109, or
by telephone at (617) 557-2971, or by email at
prospectus@janney.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Shares or the Notes (or any shares of Repligen’s
common stock issuable upon conversion of the Notes) in any state or
jurisdiction in which the offer, solicitation, or sale of the
Shares or the Notes (or any shares of Repligen’s common stock
issuable upon conversion of the Notes) would be unlawful prior to
the registration or qualification thereof under the securities laws
of any such state or jurisdiction.
About Repligen Corporation
Repligen Corporation is a global bioprocessing company that
develops and commercializes highly innovative products that deliver
cost and process efficiencies to biological drug manufacturers
worldwide. Repligen’s corporate headquarters are in Waltham, MA
(USA), with additional administrative and manufacturing operations
in Marlborough, MA; Bridgewater, NJ; Rancho Dominguez, CA;
Lund, Sweden; Breda, The Netherlands and Ravensburg, Germany.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains forward-looking statements regarding
our future business expectations, which are subject to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Investors are cautioned that statements in this press
release which are not strictly historical statements, constitute
forward-looking statements, including, without limitation,
statements regarding the completion of the proposed offerings, the
anticipated use of proceeds of the proposed offerings, the market
activities of certain holders of the 2016 Notes and the Notes and
exchanges, conversions or redemptions of the 2016 Notes, constitute
forward-looking statements identified by words like “believe,”
“expect,” “may,” “will,” “should,” “seek,” “anticipate,” or “could”
and similar expressions. Such forward-looking statements are
subject to a number of risks and uncertainties that could cause
actual results to differ materially from those anticipated,
including, without limitation, uncertainties related to market
conditions and the completion of the public offering on the
anticipated terms or at all. These and other risks and
uncertainties are described in greater detail in the section
entitled “Risk Factors” in Repligen’s most recent Annual Report on
Form 10-K on file with the Securities and Exchange Commission and
the other reports that Repligen periodically files with the
Securities and Exchange Commission. Actual results may differ
materially from those Repligen contemplated by these
forward-looking statements. These forward-looking statements
reflect management’s current views and Repligen does not undertake
to update any of these forward-looking statements to reflect a
change in its views or events or circumstances that occur after the
date hereof except as required by law.
Source: Repligen Corporation Sondra Newman Global Head of
Investor Relations(781) 419-1881 snewman@repligen.com
Repligen (NASDAQ:RGEN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Repligen (NASDAQ:RGEN)
Historical Stock Chart
From Sep 2023 to Sep 2024