LITTLE FALLS, N.J.,
May 13,
2020 /PRNewswire/
-- CANTEL MEDICAL CORP. (NYSE: CMD) ("Cantel" or the
"Company") today announced the pricing of its offering of
$140 million aggregate principal
amount of 3.25% 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 granted the initial purchasers of the Notes an option
to purchase, for settlement within a period of 13 days from, and
including, the date on which the notes are first issued, up to an
additional $28.0 million aggregate
principal amount of Notes in the private placement. The issuance
and sale of the Notes is scheduled to settle on or about
May 15, 2020, subject to customary
closing conditions.
The Notes will be unsecured, unsubordinated obligations of the
Company and will accrue interest at a rate of 3.25% per annum,
payable semi-annually in arrears on May
15 and November 15 of each
year, commencing on November 15,
2020. The Notes will mature on May
15, 2025, unless earlier repurchased, redeemed or converted.
The Notes will be convertible by the noteholders prior to the close
of business on the business day immediately preceding February 15, 2025 only under certain
circumstances and during certain periods, and irrespective of those
circumstances, will be convertible by the noteholders on or after
February 15, 2025 until the
close of business on the second scheduled trading day immediately
preceding May 15, 2025. The
initial conversion rate will be 24.0912 shares of the Company's
common stock per $1,000 principal
amount of Notes (equivalent to an initial conversion price of
approximately $41.51 per share of the
Company's common stock, which represents a premium of approximately
30% over the last reported sale of $31.93 per share of the Company's common stock on
May 12, 2020), subject to adjustment
in certain circumstances. Upon conversion, the Notes may be
settled, at the Company's election, in cash, shares of its common
stock (other than cash in lieu of any fractional share) or a
combination of cash and shares of its common stock.
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 at a redemption price equal to the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date. In addition, in
certain limited circumstances, noteholders may require the Company
to repurchase their Notes for cash for a repurchase price equal to
the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest, if any, to, but excluding, the applicable
repurchase date.
The Company estimates that the net proceeds from this offering
will be approximately $135.8 million
(or approximately $163.0 million if
the initial purchasers exercise in full their option to purchase
additional Notes), after deducting the initial purchasers' discount
and before the cost of offering expenses payable by the Company.
The Company intends to use the net proceeds from this offering for
general corporate purposes, including by applying at least 50% of
the amount by which the net proceeds exceeds $100 million 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.