Verigy Announces Proposed $110 Million Convertible Senior Notes Offering
July 08 2009 - 4:15PM
Business Wire
Verigy (NASDAQ:VRGY) announced today its intention to offer $110
million aggregate principal amount of convertible senior notes due
2014, subject to market conditions and other factors. The notes are
to be offered and sold to qualified institutional buyers pursuant
to Rule 144A promulgated under the Securities Act of 1933, as
amended (the �Securities Act�). Verigy also expects to grant to the
initial purchasers of the notes an option to purchase up to an
additional $16.5 million aggregate principal amount of the notes
solely to cover over-allotments.
The notes will be unsecured and unsubordinated obligations of
Verigy and will rank equally in right of payment with all of
Verigy�s future unsecured and unsubordinated indebtedness. Interest
will be payable semi-annually in arrears, and the notes will be
convertible into Verigy�s ordinary shares. Verigy expects to have
the right to redeem the notes in whole or in part at a specified
redemption price at any time on or after July 20, 2012 if certain
conditions are met. The interest rate, conversion rate, offering
price and other terms will be determined at the time of pricing of
the offering based on negotiations with the initial purchasers.
Verigy expects to use the net proceeds of the offering for
general corporate purposes, which may include financing potential
acquisitions and strategic transactions, and working capital.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities (including
Verigy�s ordinary shares into which the notes are convertible), nor
shall there be any offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
The notes and ordinary shares issuable upon conversion of the
notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
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