Biogen Announces Private Exchange Offer for 5.200% Senior Notes Due
2045 Open to Certain Investors
Biogen Inc. (“Biogen”) (Nasdaq: BIIB) today announced the
commencement of a private offer to exchange (the “Exchange Offer”)
any and all of its outstanding 5.200% Senior Notes due 2045 (the
“Old Notes”), totaling $1.75 billion in aggregate principal amount,
for a new series of senior notes to be issued by Biogen (the “New
Notes”) and cash, if any, on the terms and conditions set forth in
the Offering Memorandum dated February 4, 2021 (the “Offering
Memorandum”) and the accompanying eligibility letter (the
“Eligibility Letter”), Canadian beneficial holder form and notice
of guaranteed delivery (collectively, the “Exchange Offer
Documents”). No consents to any amendment or waiver of the terms of
the indenture governing the Old Notes are being solicited in
connection with the Exchange Offer.
The Exchange Offer is being made only to “Eligible Holders,”
which are holders of Old Notes that certify that they are
“qualified institutional buyers”, as that term is defined in Rule
144A under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or that are non-U.S. persons, as that term is
defined in Rule 902 under the Securities Act (other than “retail
investors” in the European Economic Area or the United Kingdom, and
investors in any province or territory of Canada that are
individuals or that are institutions or other entities that do not
qualify as both “accredited investors” and “permitted clients”), as
more fully described in the Eligibility Letter. All holders of Old
Notes who are not Eligible Holders are “Ineligible Holders”.
The table below provides information regarding the Old Notes and
the consideration to be paid in the Exchange Offer.
Title of Old Notes to be Exchanged |
Principal Amount Outstanding (mm) |
CUSIP/ISIN |
Reference U.S. Treasury Security |
Cash Payment Percent of
Premium(1) |
Fixed Spread (basis points) |
Bloomberg Reference Screen |
5.200% Senior Notes due 2045 |
$1,750 |
09062X AD5 / US09062XAD57 |
1.375% due August 15, 2050 |
67% |
115 |
FIT1 |
____________(1) The Cash Payment Percent of Premium is the
portion of the premium that Biogen intends to pay in cash. The
premium is equal to the excess of the Total Exchange Consideration
for each $1,000 in principal amount of Old Notes over $1,000.
The table below summarizes the terms of the New Notes.
Title of Seriesof New Notes |
Maturity Date |
Reference U.S. Treasury Security |
Fixed Spread(basis points) |
BloombergReference Screen |
Senior Notes due 2051 |
February 15, 2051 |
1.375% due August 15, 2050 |
135 |
FIT1 |
The Exchange Offer will expire at 5:00 p.m., New York City time,
on February 10, 2021, unless extended or earlier terminated by
Biogen (the “Expiration Date”). Tenders of Old Notes submitted in
the Exchange Offer may be validly withdrawn at any time at or prior
to the Expiration Date, unless extended by Biogen, but thereafter
will be irrevocable, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
Biogen). The “Settlement Date” will be promptly following the
Expiration Date and is expected to be February 16, 2021, unless
extended by us.
Concurrently with the Exchange Offer, Biogen also announced
today the commencement of a separate cash tender offer (the “Cash
Offer”), made only to Ineligible Holders, to purchase Old Notes for
cash.
Biogen will deliver New Notes and any cash consideration in
exchange for Old Notes accepted for exchange in the Exchange Offer
on the Settlement Date.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who (i) validly tender
and do not validly withdraw Old Notes at or prior to the Expiration
Date or (ii) deliver a valid notice of guaranteed delivery and all
other required documents at or prior to the Expiration Date and
tender their Old Notes at or prior to 5:00 p.m., New York City
time, on the second business day after the Expiration Date,
expected to be on February 12, 2021, pursuant to certain guaranteed
delivery procedures and subject in each case to the delivery of the
eligibility letter and the tender being in the Authorized
Denominations (as defined in the Offering Memorandum), and whose
Old Notes are accepted for exchange by Biogen, will receive
consideration in the Exchange Offer equal to the Total Exchange
Consideration (as defined below).
The Total Exchange Consideration will be calculated at 11:00
a.m., New York City time, on February 10, 2021, unless extended
(such date and time, as it may be extended, the “Pricing Time”).
The Total Exchange Consideration for the Old Notes, which will be
determined in accordance with standard market practice as described
in the Offering Memorandum, equates to a yield to the par call date
of the Old Notes equal to the Fixed Spread specified for the Old
Notes in the table above over the reference yield, which will be
based on the bid-side yield of the Reference U.S. Treasury Security
specified for the Old Notes in the table above at the Pricing
Time.
The Total Exchange Consideration will consist of New Notes and a
cash payment equal to the Cash Payment Percent of Premium
multiplied by the premium (the excess of the Total Exchange
Consideration for each $1,000 in principal amount of Old Notes over
$1,000). The issue price of the New Notes, which will be determined
in accordance with standard market practice as described in the
Offering Memorandum, equates to a yield to maturity equal to the
Fixed Spread specified for the New Notes in the table above over
the benchmark yield, which will be based on the bid-side yield of
the Reference U.S. Treasury Security specified for the New Notes in
the table above at the Pricing Time.
Biogen may, at its option, elect to increase or decrease the
principal amount of New Notes exchangeable for each $1,000
principal amount of Old Notes tendered and accepted by up to $100
per $1,000 principal amount. Such adjustment would affect the
composition, but not the amount, of the Total Exchange
Consideration. Biogen expects any such election to be made as of
the Pricing Time.
In addition to the Total Exchange Consideration, Biogen also
intends to pay in cash accrued and unpaid interest on the Old Notes
accepted for exchange from the last interest payment date to, but
excluding, the Settlement Date (the “Accrued Coupon Payment”), and
amounts due in lieu of fractional amounts of New Notes. Interest
will cease to accrue on the Settlement Date for all Old Notes
accepted in the Exchange Offer, including those tendered pursuant
to the guaranteed delivery procedures. The last interest payment
date for the Old Notes is expected to be September 15, 2020.
The complete terms and conditions of the Exchange Offer are set
forth in the Exchange Offer Documents, which will be distributed to
Eligible Holders in connection with the proposed Exchange Offer.
The Exchange Offer is subject to certain conditions, including (i)
that, as of the Expiration Date, the combination of the yield of
the New Notes and the Total Exchange Consideration for the Old
Notes would result in the New Notes and such Old Notes not being
treated as “substantially different” under Accounting Standards
Codification Subtopic 470-50 (Modifications and Extinguishments),
(ii) that, as determined at the Pricing Time, the consummation of
the Exchange Offer and the issuance of the New Notes will
constitute a “significant modification” of the Old Notes for U.S.
federal income tax purposes, (iii) the timely satisfaction or
waiver of all of the conditions precedent to the completion of the
Cash Offer (the “Cash Offer Completion Condition”), (iv) that the
aggregate amount of cash payable by Biogen to Ineligible Holders
participating in the Cash Offer is no greater than $50.0 million
before giving effect to the Accrued Coupon Payment, (v) that the
bid-side yield on the Reference U.S. Treasury Security for the Old
Notes in the table above is not more than 2.40% at the Pricing
Time, (vi) that the bid-side yield on the Reference U.S. Treasury
Security for the Old Notes in the table above is not less than
1.65% at the Pricing Time, (vii) that the aggregate principal
amount of New Notes to be issued in the Exchange Offer is at least
$300.0 million (the “Minimum Issue Condition”), and (viii) certain
customary conditions, as described in the Offering Memorandum.
Biogen will terminate the Exchange Offer if it terminates the
Cash Offer, and Biogen will terminate the Cash Offer if it
terminates the Exchange Offer. Biogen may not waive the Cash Offer
Completion Condition or the Minimum Issue Condition; however,
subject to applicable law, Biogen reserves the right, in its
reasonable discretion, to waive any of the other conditions.
The Exchange Offer and the issuance of the New Notes have not
been registered under the Securities Act, under any other federal,
state or other local law pertaining to the registration of
securities, or with any securities regulatory authority of any
state or other jurisdiction. The New Notes may not be offered or
sold except pursuant to an exemption, or in a transaction not
subject to, the registration requirements of the Securities Act and
any applicable state securities laws.
Only Eligible Holders who have completed and returned the
eligibility letter are authorized to receive or review the Offering
Memorandum or to participate in the Exchange Offer. For Canadian
Eligible Holders, participation in the Exchange Offer is also
conditioned upon the completion and return of the Canadian
beneficial holder form. There is no separate letter of transmittal
for the Exchange Offer.
Eligible Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Old Notes as
to when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw its instruction to participate in, the
Exchange Offer, before the deadlines specified herein and in the
Exchange Offer Documents. The deadlines set by any such
intermediary, The Depository Trust Company and any applicable
clearing system for the submission of tender instructions will be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents.
Global Bondholder Services Corporation is serving as exchange
agent and information agent for the Exchange Offer. Documents
relating to the Exchange Offer will only be distributed to holders
of Old Notes who certify that they are Eligible Holders. Questions
or requests for assistance related to the Exchange Offer or for
additional copies of the Exchange Offer Documents may be directed
to Global Bondholder Services Corporation (866) 470-3900 (U.S.
toll-free) or (212) 430-3774 (collect for banks and brokers), or
via e-mail at contact@gbsc-usa.com. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer.
The Exchange Offer Documents can be accessed by Eligible Holders
who complete and return the eligibility letter at the following
link: https://gbsc-usa.com/eligibility/biogen.
This news release is not an offer to sell or buy or a
solicitation of an offer to buy or sell any of the securities
described herein. The Exchange Offer is being made solely by the
Exchange Offer Documents and only to such persons and in such
jurisdictions as is permitted under applicable law and the terms
and conditions of the Exchange Offer.
About Biogen
At Biogen, our mission is clear: we are pioneers in
neuroscience. Biogen discovers, develops and delivers worldwide
innovative therapies for people living with serious neurological
and neurodegenerative diseases as well as related therapeutic
adjacencies. One of the world’s first global biotechnology
companies, Biogen was founded in 1978 by Charles Weissmann, Heinz
Schaller, Kenneth Murray and Nobel Prize winners Walter Gilbert and
Phillip Sharp. Today Biogen has the leading portfolio of medicines
to treat multiple sclerosis, has introduced the first approved
treatment for spinal muscular atrophy, commercializes biosimilars
of advanced biologics and is focused on advancing research programs
in multiple sclerosis and neuroimmunology, Alzheimer’s disease and
dementia, neuromuscular disorders, movement disorders,
ophthalmology, neuropsychiatry, immunology, acute neurology and
neuropathic pain.
Biogen Safe HarborThis news release contains
forward-looking statements, including statements relating to the
anticipated Pricing Time, Expiration Date, Settlement Date and
other dates and time periods for the Exchange Offer, the potential
consummation of the Exchange Offer and the Cash Offer and the
potential fulfillment or failure of conditions to the Exchange
Offer. These forward-looking statements may be accompanied by such
words as “aim,” “anticipate,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,”
“possible,” “will,” “would” and other words and terms of similar
meaning. You should not place undue reliance on these
statements.
These statements involve risks and uncertainties that could
cause actual results to differ materially from those reflected in
such statements, including the risk that tenders of Old Notes may
be insufficient to satisfy the Minimum Issue Condition, the risk
that the Cash Offer is not consummated, the risk that other
conditions to the Exchange Offer will not be satisfied or waived,
the risk that the Exchange Offer will not be consummated on the
terms and conditions set forth in the Exchange Offer Documents or
at all, the risk that we may amend, terminate or extend the
Exchange Offer, the risk that the Pricing Time, Expiration Date,
Settlement Date and other dates and time periods for the Exchange
Offer may be delayed or extended, the risk that the Exchange Offer
may be adversely affected by market conditions or adverse changes
to our business or prospects and the other risks and uncertainties
that are described in the Risk Factors section of our most recent
annual or quarterly report and in other reports we have filed with
the U.S. Securities and Exchange Commission.
These statements are based on current beliefs and expectations
and speak only as of the date of this news release. We do not
undertake any obligation to publicly update any forward-looking
statements.
Biogen
Media Contact: |
|
Biogen
Investor Contact: |
David Caouette |
|
Mike Hencke |
Biogen Inc. |
|
Biogen Inc. |
Tel: (781) 464-3260 |
|
Tel: (781) 464-2442 |
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