XenoPort Announces Pricing of $100 Million 2.50% Convertible Senior Notes due 2022
January 29 2015 - 8:00AM
Business Wire
XenoPort, Inc. (NASDAQ: XNPT) announced today the pricing of
$100 million aggregate principal amount of 2.50% Convertible Senior
Notes due 2022 in a private placement to qualified institutional
buyers pursuant to Rule 144A (the “offering”) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with
the offering, XenoPort also granted the initial purchasers of the
notes a 30-day option to purchase up to an additional $15 million
aggregate principal amount of the notes to cover over-allotments,
if any. The sale of the notes is expected to close on February 3,
2015, subject to customary closing conditions.
XenoPort estimates that the net proceeds from this offering will
be approximately $96.8 million, or $111.4 million if the initial
purchasers exercise their over-allotment option in full, after
deducting the initial purchasers’ discount and estimated offering
expenses payable by XenoPort. XenoPort currently expects to use the
net proceeds from the proposed offering to continue to
commercialize HORIZANT, for further clinical development, including
its XP23829 product candidate, and for general corporate
purposes.
The notes will be unsecured, senior obligations of XenoPort, and
interest of 2.50% per year will be payable semi-annually in arrears
on February 1 and August 1 of each year, beginning on August 1,
2015. The notes will mature on February 1, 2022, unless earlier
repurchased or converted in accordance with their terms.
If XenoPort undergoes a "fundamental change" (as defined in the
indenture relating to the notes), holders of the notes will have
the option to require XenoPort to repurchase all or any portion of
their notes at 100% of the principal amount of the notes to be
repurchased, plus accrued and unpaid interest up to, but not
including, the repurchase date.
In addition, following certain corporate events that occur prior
to the maturity date of the notes, XenoPort will increase the
conversion rate for a holder who elects to convert its notes in
connection with such a corporate event in certain
circumstances.
The notes will be convertible, at the option of the holders,
into shares of XenoPort common stock. The initial conversion rate
will be 93.2945 shares per $1,000 principal amount of notes
(equivalent to an initial conversion price of approximately $10.72
per share). The initial conversion price represents a premium of
approximately 22.50% to the $8.75 per share closing price of
XenoPort's common stock on The NASDAQ Global Select Market on
January 28, 2015.
The notes will be sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the notes
nor the XenoPort common stock issuable upon conversion of the notes
have been or will be registered under the Securities Act or the
securities laws of any other jurisdiction, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
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 securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful. Any offers of the
notes will be made only pursuant to Rule 144A under the Securities
Act, including by means of a confidential offering memorandum.
About XenoPort
XenoPort, Inc. is a biopharmaceutical company focused on
developing and commercializing a portfolio of internally discovered
product candidates for the potential treatment of neurological
disorders.
Forward-Looking Statements
This press release contains "forward-looking" statements,
including, without limitation, all statements related to the
expected closing of the offering and the expected use of proceeds
from the offering. Any statements contained in this press release
that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as “intends,” “expects,”
“proposed,” “will” and similar expressions are intended to identify
forward-looking statements. Forward-looking statements involve
risks and uncertainties. XenoPort's actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with market conditions, the satisfaction
of closing conditions related to the proposed offering, and risks
related to the application of the net proceeds, if any, from the
proposed offering. There can be no assurance that XenoPort will be
able to complete the proposed offering on the anticipated date, or
at all. In any event, XenoPort may continue to need additional
funding and may be unable to raise capital when needed, which would
force XenoPort to delay, reduce or eliminate its product
development programs or commercialization efforts. These and other
risk factors related to XenoPort and its business are discussed
under the heading “Risk Factors” in XenoPort's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2014, filed with the
Securities and Exchange Commission on November 5, 2014. These
forward-looking statements are based upon XenoPort's current
expectations. XenoPort 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 the company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
XNPT2F
XenoPort, Inc.Jackie Cossmon, 408-616-7220ir@XenoPort.com
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