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Intrexon announces pricing of offerings of convertible senior notes and common stock


Germantown, Maryland, USA
June 29, 2018

Intrexon Corporation (NYSE: XON) (the "Company") today announced that it has priced its offering of $200.0 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2023 (the "Notes") in an underwritten offering registered with the Securities and Exchange Commission (the "SEC").

The Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2019.  The Notes will mature on July 1, 2023, unless earlier repurchased or converted in accordance with their terms.  Prior to April 1, 2023, the Notes will be convertible at the option of the holder only upon the occurrence of certain events and during certain periods.  On or after April 1, 2023, the Notes will be convertible at the option of the holder at any time until the business day immediately preceding the maturity date. The initial conversion rate will be 58.6622 shares of the Company's common stock ("Common Stock") per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $17.05 per share).  The conversion rate will be subject to adjustment upon the occurrence of certain events.  The Notes will be convertible into cash, shares of Common Stock or a combination thereof, at the Company's election.  Holders will have the right to require the Company to repurchase their Notes upon the occurrence of a fundamental change.

The Company also announced today that it has priced a separate SEC-registered offering of 7,479,431 shares of Common Stock at a public offering price of $13.37 per share.  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 use the short position created by the share loan and the concurrent short sales of the Borrowed Shares 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 or investments.  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 agreed with the Share Borrower to purchase all of the Borrowed Shares.

The closing of 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.  The concurrent offerings are expected to close on July 3, 2018, subject to satisfaction of customary closing conditions and subject, in the case of each offering, to the closing of the other offering. The Company has determined not to grant the underwriters of the Notes an option to purchase additional Notes.

J.P. Morgan Securities LLC is the 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. 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.



More news from: Intrexon Corporation


Website: http://www.dna.com

Published: June 29, 2018

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