LITTLE FALLS, N.J.,
May 12, 2020 /PRNewswire/
-- CANTEL MEDICAL CORP. (NYSE: CMD) ("Cantel" or the
"Company") today announced its intention to
offer, subject to market and other conditions, $150 million aggregate principal amount of
convertible senior notes due 2025 (the "Notes") in a private
offering only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The Company also
intends to grant the initial purchasers of the Notes an option to
purchase up to an additional $22.5
million aggregate principal amount of Notes in the
private placement.
The Notes will be unsecured, unsubordinated obligations of the
Company, will accrue interest payable semi-annually in arrears and
will mature on May 15, 2025, unless
earlier repurchased, redeemed or converted. Noteholders will have
the right to convert their Notes in certain circumstances and
during specified periods. The Company will settle conversions by
paying or delivering, as applicable, cash, shares of its common
stock (together with cash, if applicable, in lieu of any fractional
share of common stock) or a combination of cash and shares of its
common stock, at the Company's election. The Notes will also be
redeemable, in whole or in part, for cash at the Company's option
at any time, and from time to time, on or after May 17, 2023 in certain circumstances. The
redemption price will be equal to the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. The interest rate, initial
conversion rate and other terms of the Notes will be determined at
the pricing of the offering.
The Company intends to use the net proceeds from the Notes
offering for general corporate purposes, including by applying at
least 50% of the amount by which the net proceeds exceeds
$100,000,000 to the repayment of debt
under the Company's credit facilities as required by the second
amendment to its credit agreement entered into on May 11, 2020.
The Notes and the common stock, if any, issuable upon conversion
of the Notes have not been registered under the Securities Act or
any applicable state securities laws. As a result, neither the
Notes nor the common stock, if any, issuable upon conversion of the
Notes may be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state laws.
This press release does not and will not constitute an offer to
sell or a solicitation of an offer to buy any securities nor will
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful under the securities
laws of such state. Any offer of the Notes will be made only by
means of a private offering memorandum.
About Cantel Medical:
Cantel Medical is a leading global company dedicated to
delivering innovative infection prevention products and services
for patients, caregivers, and other healthcare providers which
improve outcomes, enhance safety and help save lives. Our
products include specialized medical device reprocessing systems
for endoscopy and renal dialysis, advanced water purification
equipment, sterilants, disinfectants and cleaners, sterility
assurance monitoring products for hospitals and dental clinics,
disposable infection control products primarily for dental and GI
endoscopy markets, instruments and instrument reprocessing workflow
systems serving the dental industry, dialysate concentrates, hollow
fiber membrane filtration and separation products. Additionally, we
provide technical service for our products.
For further information, visit www.cantelmedical.com.
This press release contains "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act
of 1995 and other securities laws. For these statements, we claim
the protection of the safe harbor for forward-looking statements
contained in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These statements are
based on current expectations, estimates, or forecasts about our
businesses, the industries in which we operate, and the current
beliefs and assumptions of management; they do not relate strictly
to historical or current facts. Without limiting the foregoing,
words or phrases such as "expect," "anticipate," "goal," "project,"
"intend," "plan," "believe," "seek," "may," "could," "aspire," and
variations of such words and similar expressions generally identify
forward-looking statements. In addition, any statements that refer
to predictions or projections of our future financial performance,
anticipated growth, strategic objectives, performance drivers and
trends in our businesses, and other characterizations of future
events or circumstances are forward-looking statements. Readers are
cautioned that these forward-looking statements are only
predictions about future events, activities or developments and are
subject to numerous risks, uncertainties, and assumptions that are
difficult to predict, including the impacts of the COVID-19
pandemic on our operations and financial results, general economic
conditions, technological and market changes in the medical device
industry, our ability to execute on our strategy, risks associated
with operating our international business, including limited
operating experience and market recognition in new international
markets, changes in United States
healthcare policy at both the state and federal level, product
liability claims resulting from the use of products we sell and
distribute, and risks related to our intellectual property and
proprietary rights needed to maintain our competitive position. We
caution that undue reliance should not be placed on such
forward-looking statements, which speak only as of the date made.
For a further list and description of these and other important
risks and uncertainties that may affect our future operations, see
our most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission, which we may update in
Quarterly Reports on Form 10-Q we have filed or will file
hereafter, as further updated by our Current Report on Form 8-K
dated May 12, 2020. We expressly
disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
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SOURCE Cantel Medical Corp.