Biogen Announces the Expiration Date Results of Its Private
Exchange Offer
Biogen Inc. (“Biogen”) (Nasdaq: BIIB) today announced the
expiration date results of its previously announced 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 3.250%
senior notes due 2051 to be issued by Biogen (the “New Notes”) and
cash on the terms and subject to 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”).
The Exchange Offer expired at 5:00 p.m., New York City time, on
February 10, 2021 (the “Expiration Date”). The “Settlement Date”
will be promptly following the Expiration Date and is expected to
be February 16, 2021.
The following table sets forth the aggregate principal amount of
Old Notes validly tendered and not validly withdrawn at or prior to
the Expiration Date, including the aggregate principal amount
tendered pursuant to the guaranteed delivery procedures described
in the Offering Memorandum at or prior to the Expiration Date,
which Biogen expects to accept on the Settlement Date in connection
with the Exchange Offer.
Title of Old Notes to be Exchanged |
Principal Amount Outstanding as of the Expiration
Date |
CUSIP/ISIN |
Principal Amount of Old Notes Tendered as of the Expiration
Date for Exchange(1) |
Principal Amount of Old Notes Tendered Pursuant to
Guaranteed Delivery Procedures |
5.200% Senior Notes due 2045 |
$1,750,000,000 |
09062X AD5 / US09062XAD57 |
$621,287,000 |
$21,119,000 |
(1) Excluding Old Notes
tendered pursuant to guaranteed delivery procedures.
These amounts are based on information provided by the Exchange
Agent (as defined below) as of the Expiration Date. Upon the terms
and subject to the conditions set forth in the Exchange Offer
Documents, on the Settlement Date, Eligible Holders (as defined
below) who (i) validly tendered and did not validly withdraw Old
Notes at or prior to the Expiration Date or (ii) delivered 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 February 12, 2021 (the
“Guaranteed Delivery Date”), pursuant to certain guaranteed
delivery procedures, and whose Old Notes are accepted for exchange
by Biogen, will receive the Total Exchange Consideration (as
defined in the Offering Memorandum), as well as accrued and unpaid
interest on such Old Notes from the last interest payment date to,
but excluding, the Settlement Date.
Based on the foregoing tenders, Biogen expects to issue
approximately $721 million in aggregate principal amount of New
Notes, which will mature on February 15, 2051, and will bear
interest at a rate per annum of 3.250%, and to pay an aggregate of
approximately $156 million in cash as part of the Total Exchange
Consideration, in each case assuming that all Old Notes tendered
pursuant to the guaranteed delivery procedures will be tendered at
or prior to the Guaranteed Delivery Date. Biogen will not receive
any cash proceeds from the Exchange Offer. The actual aggregate
principal amount of New Notes that will be issued and cash that
will be paid on the Settlement Date is subject to change based on
deliveries under the guaranteed delivery procedures and final
validation of tenders.
Biogen will deliver New Notes and cash in exchange for Old Notes
accepted for exchange in the Exchange Offer on the Settlement Date.
Interest on the Old Notes accepted for exchange in the Exchange
Offer, including those tendered pursuant to the guaranteed delivery
procedures, will cease to accrue on the Settlement Date. Interest
on the New Notes will accrue from the Settlement Date.
Biogen also announced today the expiration date results of its
separate cash tender offer (the “Cash Offer”), made only to
Ineligible Holders (as defined below), to purchase Old Notes for
cash.
The complete terms and conditions of the Exchange Offer are set
forth in the Exchange Offer Documents, which were distributed to
Eligible Holders in connection with the Exchange Offer. The
conditions to the Exchange Offer have been satisfied as of the
Expiration Date.
The Exchange Offer was made only to “Eligible Holders,” which
are holders of Old Notes that certified 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 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 registration or an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any applicable state securities laws.
Only Eligible Holders who submitted a valid eligibility letter
were authorized to receive or review the Offering Memorandum or to
participate in the Exchange Offer. For Canadian Eligible Holders,
participation in the Exchange Offer was also conditioned upon the
completion and return of the Canadian beneficial holder form.
Global Bondholder Services Corporation is serving as the
exchange agent and information agent for the Exchange Offer (the
“Exchange Agent”). Questions or requests for assistance related to
the Exchange Offer 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.
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 was made solely by the
Exchange Offer Documents and only to such persons and in such
jurisdictions as was 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 Settlement Date, the potential consummation of the
Exchange Offer and the Cash Offer and the aggregate principal
amount of New Notes that will be issued and cash that will be paid
on the Settlement Date. 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 Cash Offer is not
consummated, 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 the Settlement Date may be
delayed, the risk that the aggregate principal amount of New Notes
that will be issued and cash that will be paid on the Settlement
Date may change, 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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