Neurochem announces private placement of US$80 million aggregate principal amount of 6% senior convertible notes and 5% senior subordinated convertible notes.
Neurochem Inc. (NASDAQ: NRMX, TSX: NRM) announced today a private placement of US$80 million aggregate principal amount of convertible notes, consisting of US$40 million of 6% senior convertible notes due in 2027 and US$40 million of 5% senior subordinated convertible notes due in 2012.
The 6% senior convertible notes have an initial conversion price equal to the lesser of US$12.68 or the 5-day weighted average trading price of the common shares preceding any conversion subject to adjustments in certain circumstances. Neurochem shall, at its option, be entitled to fix a conversion price in certain circumstances upon obtaining shareholder approval. Neurochem will pay interest on the notes until maturity on May 2, 2027, subject to earlier repurchase, redemption or conversion.
The 5% senior subordinated convertible notes shall be subject to mandatory conversion into common shares of Neurochem within 5 days of the effectiveness of a registration statement registering the underlying securities (the “Registration Date”) at a price equal to the lesser of US$12.68 or the 5-day weighted average trading price of the common shares ending on the Registration Date, subject to adjustments in certain circumstances. Neurochem will pay interest on the notes until maturity on May 2, 2012, subject to earlier repurchase, redemption or conversion.
In connection with this transaction, Neurochem will issue warrants to purchase an aggregate of 2,250,645 common shares of Neurochem until May 2, 2012 at an initial purchase price of US$12.68 per share (“Warrants”), subject to adjustments in certain circumstances.
Neurochem has agreed to file a prospectus and registration statement to qualify the resale of the common shares issuable upon conversion or exercise to become effective within 10 business days of closing of the private placement.
Neurochem will use the net proceeds from the private placement for general corporate purposes, which may include, but are not limited to, advancing its current clinical development programs or initiating new ones, research for new or existing products and capital expenditures.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The notes, warrants and common shares issuable upon conversion or exercise have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
To Contact Neurochem
For additional information on Neurochem and its drug development programs, please call the North American toll-free number 1 877 680-4500 or visit our Web Site at: www.neurochem.com.
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