Wyeth Announces Holder Right to Surrender Convertible Debentures
June 16 2009 - 11:51AM
PR Newswire (US)
MADISON, N.J., June 16 /PRNewswire-FirstCall/ -- Wyeth (NYSE:WYE)
(the "Company") announced today that holders of Wyeth Floating Rate
Convertible Senior Debentures due 2024 (the "Convertible
Debentures") have the right to surrender their Convertible
Debentures for purchase by Wyeth pursuant to their terms effective
on the July 15, 2009 purchase date. As of June 12, 2009, there was
$787,803,000 in aggregate principal amount of Convertible
Debentures outstanding. At the option of each holder, Convertible
Debentures will be purchased by the Company at a cash purchase
price of $1,000 per $1,000 principal amount at maturity of the
Convertible Debentures, plus accrued and unpaid interest to, but
excluding, the purchase date, if any. Because the purchase date
coincides with the July 15, 2009 interest payment date, there
should be no accrued but unpaid interest payable on the Convertible
Debentures on the purchase date, although regular interest payments
will be due on the same date to all holders of record on July 1,
2009, the regular interest payment record date. Holders who were
not the record holders of Convertible Debentures on July 1, 2009
will not be entitled to receive the July 15, 2009 interest payment
on the Convertible Debentures. The current conversion rate of the
Convertible Debentures is 16.7356 shares of Wyeth common stock, par
value $0.33 1/3 per share (the "Common Stock"), payable at the
option of the Company in cash and/or Common Stock, if any, per
$1,000 aggregate principal amount at maturity of Convertible
Debentures outstanding, which is equivalent to a current conversion
price of approximately $59.7529 per share. Assuming that the price
per share of the Common Stock is $44.80, the closing price of the
Common Stock on the New York Stock Exchange on June 12, 2009, the
value of the shares of Common Stock that holders of Convertible
Debentures would be entitled to receive upon conversion, if
eligible for conversion pursuant to the Indenture, would be $749.75
per $1,000 aggregate principal amount at maturity of Convertible
Debentures outstanding. Wyeth intends to settle the entire amount
of any conversion of the Convertible Debentures in cash. The Bank
of New York Mellon, the Trustee for the Convertible Debentures, has
informed the Company that, as of the date of this communication,
all custodians and beneficial holders of the Convertible Debentures
hold the Convertible Debentures through accounts with The
Depository Trust Company ("DTC") and that there are no certificated
Convertible Debentures in non-global form. Accordingly, all
Convertible Debentures surrendered for purchase must be delivered
through the transmittal procedures of DTC. The Trustee is acting
both as the Paying Agent and Conversion Agent, each as defined
under the Indenture, for purposes of the purchase option. In order
to receive the purchase price for the Convertible Debentures, a
holder must conform with the procedural requirements of the Company
Notice, including presenting the Convertible Debentures for
surrender to the Paying Agent on or before 5:00 p.m., New York City
time, on July 14, 2009 at: The Bank of New York Mellon, 101 Barclay
Street, 8W, New York, New York 10286, Attention: Global Corporate
Finance. A Company Notice detailing the purchase option is being
sent by the Trustee on behalf of the Company to DTC as sole record
owner of Convertible Debentures. Copies of the Company Notice and
additional information related to the procedures for the purchase
option may be obtained from the Trustee by calling 1-800-275-2048.
About Wyeth Wyeth is one of the world's largest research-driven
pharmaceutical and health care products companies. It is a leader
in the discovery, development, manufacturing and marketing of
pharmaceuticals, vaccines, biotechnology products, nutritionals and
non-prescription medicines that improve the quality of life for
people worldwide. The Company's major divisions include Wyeth
Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal
Health. The statements in this press release that are not
historical facts are forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
These risks and uncertainties include, among others, risks related
to our proposed merger with Pfizer, including satisfaction of the
conditions of the proposed merger on the proposed timeframe or at
all, contractual restrictions on the conduct of our business
included in the merger agreement, and the potential for loss of key
personnel, disruption in key business activities or any impact on
our relationships with third parties as a result of the
announcement of the proposed merger; the inherent uncertainty of
the timing and success of, and expense associated with, research,
development, regulatory approval and commercialization of our
products and pipeline products; government cost-containment
initiatives; restrictions on third-party payments for our products;
substantial competition in our industry, including from branded and
generic products; emerging data on our products and pipeline
products; the importance of strong performance from our principal
products and our anticipated new product introductions; the highly
regulated nature of our business; product liability, intellectual
property and other litigation risks and environmental liabilities;
the outcome of government investigations; uncertainty regarding our
intellectual property rights and those of others; difficulties
associated with, and regulatory compliance with respect to,
manufacturing of our products; risks associated with our strategic
relationships; global economic conditions; interest and currency
exchange rate fluctuations and volatility in the credit and
financial markets; changes in generally accepted accounting
principles; trade buying patterns; the impact of legislation and
regulatory compliance; risks and uncertainties associated with
global operations and sales; and other risks and uncertainties,
including those detailed from time to time in our periodic reports
filed with the Securities and Exchange Commission, including our
current reports on Form 8-K, quarterly reports on Form 10-Q and
annual report on Form 10-K, particularly the discussion under the
caption "Item 1A, Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2008, which was filed with the
Securities and Exchange Commission (SEC) on February 27, 2009. The
forward-looking statements in this press release are qualified by
these risk factors. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise. DATASOURCE: Wyeth CONTACT: Media,
Douglas Petkus, +1-973-660-5218, or Investors, Justin Victoria,
+1-973-660-5340, both of Wyeth Web Site: http://www.wyeth.com/
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