Germantown, Maryland, USA
June 27, 2018
Intrexon Corporation (NYSE: XON) (the "Company") today announced that it intends to offer and sell, subject to market and other conditions, $200.0 million aggregate principal amount of its Convertible Senior Notes due 2023 (the "Notes") in an underwritten offering registered with the Securities and Exchange Commission (the "SEC"). The Company expects to grant the underwriters of the Notes a 30-day option to purchase up to an additional $30.0 million aggregate principal amount of Notes, solely to cover over-allotments, if any.
The Notes will be senior unsecured obligations of the Company, and interest will be payable semi-annually in arrears. The Notes will be convertible into cash, shares of the Company's common stock ("Common Stock") or a combination thereof, at the Company's election. The interest rate, conversion rate and other terms of the Notes will be determined upon pricing of the offering of the Notes.
Concurrently with the offering of the Notes, the Company intends to offer shares of its common stock (the "Common Stock") at an aggregate public offering price of $100,000,000 in a separate SEC-registered offering. Such shares (the "Borrowed Shares") will be loaned by the Company to J.P. Morgan Securities LLC (in such capacity, the "Share Borrower"), the underwriter of the offering of Borrowed Shares, pursuant to a share lending agreement. The Company has been informed by the Share Borrower that it or one of its affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions by which investors in the Notes may hedge their investments through short sales or privately negotiated derivatives transactions. The Share Borrower will be required to return the Borrowed Shares (or identical shares of Common Stock) to the Company pursuant to the terms of the share lending agreement.
The Company intends to use the net proceeds received from the Notes offering for general corporate purposes and for strategic acquisitions. The Share Borrower or its affiliates will receive all of the proceeds of the offering of the Borrowed Shares, and the Company will not receive any proceeds of that offering.
Randal J. Kirk, the Chairman, Chief Executive Officer and principal shareholder of the Company, has indicated that he or an entity with which he is affiliated may have interest in purchasing at the public offering price up to all of the Borrowed Shares. The ultimate allocation of the Borrowed Shares will be determined by the underwriter of the Borrowed Shares, and Mr. Kirk or such entity may or may not purchase some or all of the Borrowed Shares.
The offering of the Notes is contingent upon the closing of the offering of the Borrowed Shares, and the offering of the Borrowed Shares is contingent upon the closing of the offering of the Notes.
J.P. Morgan Securities LLC will act as sole bookrunner for the offerings.
Each of the Notes offering and the Borrowed Shares offering may be made only by means of a prospectus supplement and an accompanying prospectus. When available, copies of the applicable preliminary prospectus supplement and the accompanying prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, the Borrowed Shares or any other securities, nor will there be any sale of the Notes, the Borrowed Shares or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.
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