Biogen Announces the Expiration Date Results of Its Cash Tender
Offer
Biogen Inc. (“Biogen”) (Nasdaq: BIIB) today announced the
expiration date results of its previously announced offer to
purchase for cash (the “Cash Offer”) its outstanding 5.200% Senior
Notes due 2045 (the “Notes”), totaling $1.75 billion in aggregate
principal amount, on the terms and subject to the 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”).
The Cash 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
Notes validly tendered and not validly withdrawn at or prior to the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
Offer to Purchase at or prior to the Expiration Date, which Biogen
expects to accept on the Settlement Date in connection with the
Cash Offer.
Title of Notes to be Exchanged |
Principal Amount Outstanding as of the Expiration
Date |
CUSIP/ISIN |
Principal Amount of Notes Tendered as of
the Expiration Date for Purchase(1) |
Principal Amount of Notes Tendered Pursuant
to Guaranteed Delivery Procedures |
5.200% Senior Notes due 2045 |
$1,750,000,000 |
09062X AD5 / US09062XAD57 |
$8,907,000 |
$2,864,000 |
(1) Excluding Notes tendered
pursuant to guaranteed delivery procedures.
These amounts are based on information provided by the tender
agent as of the Expiration Date. Upon the terms and subject to the
conditions set forth in the Cash Offer Documents, on the Settlement
Date, Eligible Holders (as defined below) who (i) validly tendered
and did not validly withdraw 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 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 Notes are
accepted for purchase by Biogen, will receive the Tender
Consideration (as defined in the Offer to Purchase), 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 pay in cash
Tender Consideration of approximately $16 million in the aggregate,
assuming that all Notes tendered pursuant to the guaranteed
delivery procedures will be tendered at or prior to the Guaranteed
Delivery Date. The actual aggregate amount of 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 cash as payment for Notes accepted for
purchase in the Cash Offer on the Settlement Date. Interest on the
Notes accepted for purchase in the Cash Offer, including those
tendered pursuant to the guaranteed delivery procedures, will cease
to accrue on the Settlement Date.
Biogen also announced today the expiration date results of its
separate exchange offer (the “Exchange Offer”), made only to
Ineligible Holders (as defined below), to exchange Notes for a new
series of senior notes and cash.
The complete terms and conditions of the Cash Offer are set
forth in the Cash Offer Documents, which were distributed to
Eligible Holders in connection with the Cash Offer. The conditions
to the Cash Offer have been satisfied as of the Expiration
Date.
The Cash Offer was made only to “Eligible Holders,” which are
holders of Notes that certified 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”.
Only Eligible Holders who submitted a valid eligibility
certificate were authorized to participate in the Cash Offer.
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 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.
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 was made solely by the Cash Offer Documents and only to such
persons and in such jurisdictions as was 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 Settlement Date, the
potential consummation of the Cash Offer and the Exchange Offer,
and the aggregate amount of 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 Exchange Offer is not
consummated, 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 the Settlement Date may be delayed, the
risk that the aggregate amount of cash that will be paid on the
Settlement Date may change, 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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