Biogen Announces Cash Tender Offer for 5.200% Senior Notes Due
2045 Open to Certain Holders Only
Biogen Inc. (“Biogen”) (Nasdaq: BIIB) today announced the
commencement of an offer to purchase for cash (the “Cash Offer”)
any and all of its outstanding 5.200% Senior Notes due 2045 (the
“Notes”), totaling $1.75 billion in aggregate principal amount, on
the terms and conditions set forth in the Offer to Purchase dated
February 4, 2021 (the “Offer to Purchase”) and the accompanying
certification of eligibility to participate in the Cash Offer, the
instructions for such certification and the notice of guaranteed
delivery (collectively, the “Cash Offer Documents”). No consents to
any amendment or waiver of the terms of the indenture governing the
Notes are being solicited in connection with the Cash Offer.
Biogen’s obligation to accept for purchase Notes tendered in the
Cash Offer is subject to, and conditioned upon, among other things,
the satisfaction or waiver of the condition (the “Aggregate Maximum
Cash Offer Condition”) that the aggregate Tender Consideration (as
defined in the Offer to Purchase) for the Cash Offer (which
excludes the applicable Accrued Coupon Payment (as defined below))
not exceed $50.0 million.
The Cash Offer is being made only to “Eligible Holders,” which
are holders of Notes that certify that they are not “qualified
institutional buyers”, as that term is defined in Rule 144A under
the U.S. Securities Act of 1933, as amended (the “Securities Act”),
and that are not non-U.S. persons, as that term is defined in Rule
902 under the Securities Act, located outside of the U.S. within
the meaning of Regulation S under the Securities Act (unless they
are “retail investors” in the European Economic Area or in the
United Kingdom, or 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 Offer to Purchase. All
holders of Notes who are not Eligible Holders are “Ineligible
Holders”.
The Cash 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 Notes submitted in the Cash
Offer may be validly withdrawn at any time at or prior to the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 Cash Offer, Biogen also announced today
the commencement of a separate exchange offer (the “Exchange
Offer”), made only to Ineligible Holders, to exchange the Notes for
a new series of senior notes and cash.
The table below provides information regarding the Notes.
Title of Series of Old Notes to be Purchased |
Principal Amount Outstanding (mm) |
CUSIP / ISIN |
Reference U.S. Treasury Security |
Fixed Spread (basis points) |
Bloomberg Reference Screen |
5.200% Senior Notes due 2045 |
$1,750 |
09062X AD5 / US09062XAD57 |
1.375% due August 15, 2050 |
115 |
FIT1 |
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, Eligible Holders who (i) validly tender and
do not validly withdraw 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 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
certification of eligibility and the tender being in the Authorized
Denominations (as defined in the Offer to Purchase), and whose
Notes are accepted for purchase by Biogen, will receive
consideration in the Cash Offer equal to the Tender Consideration
(as defined below).
The Tender 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 “Tender
Consideration” for the Notes, which will be determined in
accordance with standard market practice as described in the Offer
to Purchase, equates to a yield to the par call date of the Notes
equal to the Fixed Spread specified for the 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
Notes in the table above at the Pricing Time.
In addition to the Tender Consideration, Biogen also intends to
pay in cash accrued and unpaid interest on the Notes accepted for
purchase from the last interest payment date to, but excluding, the
Settlement Date (the “Accrued Coupon Payment”). Interest will cease
to accrue on the Settlement Date for all Notes accepted in the Cash
Offer, including those tendered pursuant to the guaranteed delivery
procedures. The last interest payment date for the Notes is
expected to be September 15, 2020.
The complete terms and conditions of the Cash Offer are set
forth in the Cash Offer Documents, which will be distributed to
Eligible Holders in connection with the proposed Cash Offer. The
Cash Offer is subject to certain conditions, including (i) the
Aggregate Maximum Cash Offer Condition, (ii) the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Exchange Offer (the “Exchange Offer Completion
Condition”), and (iii) certain customary conditions, as described
in the Offer to Purchase.
Biogen will terminate the Cash Offer if it terminates the
Exchange Offer, and Biogen will terminate the Exchange Offer if it
terminates the Cash Offer. Biogen may not waive the Exchange Offer
Completion Condition; however, subject to applicable law, Biogen
reserves the right, in its reasonable discretion, to waive any of
the other conditions, including the Aggregate Maximum Cash Offer
Condition. Biogen may terminate the Cash Offer if the Aggregate
Maximum Cash Offer Condition is not satisfied or waived, in which
case it will also terminate the Exchange Offer.
Only Eligible Holders who have completed and returned the
eligibility certificate are authorized to participate in the Cash
Offer. There is no separate letter of transmittal for the Cash
Offer.
Eligible Holders are advised to check with any bank, securities
broker or other intermediary through which they hold 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
Cash Offer, before the deadlines specified herein and in the Cash
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 Cash Offer Documents.
Global Bondholder Services Corporation is serving as the tender
agent and information agent for the Cash Offer. Questions or
requests for assistance related to the Cash Offer or for additional
copies of the Cash 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 Cash Offer.
The Cash Offer Documents can be accessed at the following link:
https://www.gbsc-usa.com/biogen/.
This news release is not an offer to buy or a solicitation of an
offer to sell any of the securities described herein. The Cash
Offer is being made solely by the Cash Offer Documents and only to
such persons and in such jurisdictions as is permitted under
applicable law and the terms and conditions of the Cash 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 Harbor
This 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 Cash
Offer, the potential consummation of the Cash Offer and the
Exchange Offer and the potential fulfillment or failure of
conditions to the Cash 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 the Aggregate Maximum Cash
Offer Condition is not satisfied or waived, the risk that the
Exchange Offer is not consummated, the risk that other conditions
to the Cash Offer will not be satisfied or waived, the risk that
the Cash Offer will not be consummated on the terms and conditions
set forth in the Cash Offer Documents or at all, the risk that we
may amend, terminate or extend the Cash Offer, the risk that the
Pricing Time, Expiration Date, Settlement Date and other dates and
time periods for the Cash Offer may be delayed or extended, the
risk that the Cash 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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