-2015 Notes convertible at a conversion price of approximately $48.83
CAMBRIDGE, Mass.--(BUSINESS WIRE)--
Pharmaceuticals Incorporated (Nasdaq: VRTX) announced that it has
called for redemption of its outstanding $400.0 million in aggregate
principal amount of 3.35% Convertible Senior Subordinated Notes due
2015, pursuant to the provisional "soft call" redemption right in the
indenture governing the 2015 Notes. Any 2015 Notes outstanding on June
17, 2013 will be redeemed in cash for 100% of the principal amount, plus
a make-whole interest payment of $16.75 per $1,000 principal amount
payable in shares of Vertex's common stock. The 2015 Notes are
convertible on or before June 14, 2013 into shares of Vertex's common
stock at a conversion price of approximately $48.83 per share (20.4794
shares per $1,000 principal amount). Holders of 2015 Notes that are
submitted for conversion into common stock on or before June 14, 2013
also will receive the make-whole interest payment. On May 16, 2013, the
closing price for Vertex's common stock was $77.89.
The number of shares of Vertex common stock deliverable for the
make-whole interest payment is equal to $16.75 divided by 98% of the
5-day volume-weighted average price of a share of Vertex common stock
over the period from May 20, 2013 through May 24, 2013. If all of the
2015 Notes are converted into common stock, Vertex expects that the
holders will receive approximately 8.3 million shares of Vertex common
stock. Following the conversion or redemption of the 2015 Notes, Vertex
will have no outstanding convertible debt.
A notice of redemption setting forth the redemption and conversion
procedures is being provided to holders of the 2015 Notes through the
Depository Trust Company. Copies of the notice of redemption and
additional information relating to the procedures for redemption and
conversion may be obtained from the trustee, paying agent and conversion
agent, U.S. Bank National Association, by calling 1-800-934-6802.
(VRTX - GEN)
Vertex creates new possibilities in medicine. Our team discovers,
develops and commercializes innovative therapies so people with serious
diseases can lead better lives.
Vertex scientists and our collaborators are working on new medicines to
cure or significantly advance the treatment of hepatitis C, cystic
fibrosis, rheumatoid arthritis and other life-threatening diseases.
Founded more than 20 years ago in Cambridge, Mass., we now have ongoing
worldwide research programs and sites in the U.S., U.K. and Canada.
Today, Vertex has more than 2,000 employees around the world, and for
three years in a row, Science magazine has named Vertex one of
its Top Employers in the life sciences.
Special Note Regarding Forward-looking Statements
This press release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995, including statements
regarding Vertex's expectations regarding the potential conversion
and/or redemption of the 2015 Notes. While Vertex believes the
forward-looking statements contained in this press release are accurate,
there are a number of factors that could cause actual events or results
to differ materially from those indicated by such forward-looking
statements. Those risks and uncertainties include, among other things,
that the holders of the 2015 Notes may redeem some or all of the 2015
Notes and other risks listed under Risk Factors in Vertex's annual
report and quarterly reports filed with the Securities and Exchange
Commission and available through the company's website at www.vrtx.com.
Vertex disclaims any obligation to update the information contained in
this press release as new information becomes available.
Vertex Pharmaceuticals Incorporated
Kelly Lewis, 617-961-7530
Source: Vertex Pharmaceuticals Incorporated
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