Affymetrix Announces Pricing of Offering of Convertible Senior Notes Due 2019
June 19 2012 - 8:34PM
Business Wire
Affymetrix Inc., (Nasdaq:AFFX) announced today that it has
entered into an agreement to sell $105 million aggregate principal
amount of unsecured 4.00% Convertible Senior Notes due 2019.
Affymetrix also has granted the underwriters an option to purchase
up to $10 million aggregate principal amount of additional notes on
the same terms and conditions, solely to cover over-allotments, if
any.
The notes will be convertible into Affymetrix’s common stock at
an initial conversion rate of 170.0319 shares per $1,000 principal
amount of notes, subject to adjustment. This conversion rate is
equivalent to an initial conversion price of approximately $5.88
per share. This represents a premium of approximately 25% to the
last reported sale price of Affymetrix’s common stock on the NASDAQ
Global Select Market on June 19, 2012.
Affymetrix intends to use the net proceeds from the offering to
fund a portion of the purchase price for its pending acquisition of
eBioscience Holding Company, Inc. In the event that the acquisition
of eBioscience is not consummated and Affymetrix does not elect to
redeem the notes, Affymetrix management will retain broad
discretion over use of the net proceeds.
Citigroup and Morgan Stanley are acting as joint book-running
managers of the offering, and BofA Merrill Lynch and Baird are
acting as co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. The
offering of securities may be made only by means of a base
prospectus and the related prospectus supplement. Copies of these
offering documents can be obtained by contacting Citigroup,
Attention: Prospectus Department, Brooklyn Army Terminal, 140 58th
Street, 8th Floor, Brooklyn, NY 11220, telephone: 1-877-858-5407 or
Morgan Stanley, 180 Varick Street (second floor), New York, NY
10014, telephone: 1-866-718-1649 or by emailing
prospectus@morganstanley.com.
Forward-looking statements
All statements in this press release that are not historical are
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act as amended, including statements
regarding Affymetrix’s “expectations,” “beliefs,” “hopes,”
“intentions,” “strategies” or the like. Such statements are subject
to risks and uncertainties that could cause actual results to
differ materially, including but not limited to whether or not
Affymetrix will complete the offering, the anticipated use of
proceeds of the offering and risks relating to Affymetrix’s ability
to consummate the acquisition of eBioscience. For a detailed
discussion of these and other cautionary statements and risk
factors, please refer to Affymetrix’s Form 10-K for the year ended
December 31, 2011, Affymetrix’s Form 10-Q for the quarter ended
March 31, 2012 and other SEC reports. Affymetrix expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Affymetrix’s expectations or any
change in events, conditions, or circumstances on which any such
statements are based.
PLEASE NOTE:
Affymetrix, the Affymetrix logo and all other trademarks are the
property of Affymetrix, Inc.
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