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8-K - FORM 8-K - DENDREON CORP | v57974e8vk.htm |
Exhibit 99.1
Dendreon Announces Pricing of $540 Million Convertible Senior Notes Due 2016
SEATTLE, Jan. 14, 2011 Dendreon Corporation (Nasdaq: DNDN) today announced the pricing of a
public offering of $540 million aggregate principal amount of 2.875% convertible senior notes due
January 15, 2016 (the Notes) in an offering registered under the Securities Act of 1933, as
amended (the Securities Act), which was upsized from its previously announced $500 million
offering. The Notes will be convertible into cash, shares of Dendreons common stock (the Common
Stock) or a combination of cash and shares of Common Stock, at Dendreons election. Dendreon also
granted the underwriter of the offering of the Notes an option to purchase up to an additional $80
million aggregate principal amount of Notes solely to cover overallotments. The Notes will be the
unsecured, senior obligations of Dendreon and will bear interest at a rate of 2.875% per annum,
payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15,
2011. The offering is expected to close on January 20, 2011, subject to customary closing
conditions.
The conversion rate will initially equal 19.5160 shares of Common Stock per $1,000 principal amount
of Notes, which corresponds to an initial conversion price of approximately $51.24 per share of
Common Stock, representing a conversion premium of 40.00% over $36.60, which was the closing price
per share of the Common Stock on January 13, 2011. The conversion rate is subject to adjustment
upon the occurrence of certain events.
Dendreon estimates that its net proceeds from the offering of the Notes will be approximately
$529.2 million (or approximately $607.6 million if the underwriter exercises its overallotment
option in full) after deducting underwriting fees and without deducting estimated offering expenses
that are payable by Dendreon. Dendreon intends to use the net proceeds of the offering of the
Notes to fund the continued investment in and expansion of its manufacturing facilities, including
the construction of a new immunotherapy manufacturing facility in Europe and the expenses
associated with increasing capacity at its existing Morris Plains, New Jersey, Atlanta, Georgia and
Orange County, California facilities; cover expenses in connection with pursuing non-U.S. marketing
approvals for PROVENGE® (sipuleucel-T); fund new clinical trials for PROVENGE and other product
candidates; finance its marketing and awareness efforts for PROVENGE; fund the ongoing hiring of
additional manufacturing, sales and marketing, quality, research and development and other
personnel to support PROVENGE and its other product candidates; fund additional investment in
information technology infrastructure and product support systems; for third-party contract supply
costs; and for general corporate purposes, including working capital. Dendreon may also use a
portion of the net proceeds to acquire strategic assets, although Dendreon currently has no
agreements or commitments to do so.
In connection with the offering of the Notes, the underwriter expects to distribute in an offering
registered under the Securities Act 1,787,100 outstanding shares of Common Stock (subject to minor
adjustments related to the allocation of the Notes) to facilitate the hedging of the Notes by
buyers of the Notes. Dendreon has been advised by the underwriter that it purchased the shares of
Common Stock from buyers of the Notes in connection with, and contingent on the closing of, the
Notes offering, with a view to initially offer the shares of Common Stock to the public at a price
of $35.70 per share and to subsequently offer the shares of Common Stock in one or more
transactions on The NASDAQ Global Select Market, in the over-the-counter market, through negotiated
transactions or otherwise at the market prices prevailing at the time of the sale, at prices
related to the prevailing market prices or at negotiated prices.
Dendreon will not receive any proceeds from the sale of the shares of Common Stock in the offering.
The offering of the Notes and of the Common Stock is being led by J.P. Morgan Securities LLC. The
Notes and the Common Stock will both be offered and sold under Dendreons shelf registration
statement filed with the Securities and Exchange Commission on December 8, 2009, as amended by a
post-effective amendment filed with the Securities and Exchange Commission on January 13, 2011.
Before you invest in the Notes or the shares of Common Stock, you should read the prospectus and
the preliminary prospectus supplement to that registration statement, as well as the post-effective
amendment to that registration statement and other documents that Dendreon has filed with the SEC
for more complete information about Dendreon and the offerings. You may get these documents at the
SEC web site at www.sec.gov. Printed copies of the preliminary prospectus supplement
relating to these offerings may also be obtained by requesting copies from J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by
calling 1-866-803-9204.
This press release does not constitute an offer to sell or the solicitation of an offer to buy
securities, nor shall there be any sales of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any jurisdiction.
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About Dendreon
Dendreon Corporation is a biotechnology company whose mission is to target cancer and transform
lives through the discovery, development, commercialization and manufacturing of novel
therapeutics. Dendreon applies its expertise in antigen identification, engineering and cell
processing to produce active cellular immunotherapy (ACI) product candidates designed to stimulate
an immune response in a variety of tumor types. Dendreons first product, PROVENGE®
(sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) in April 2010.
Dendreon is exploring the application of additional ACI product candidates and small molecules for
the potential treatment of a variety of cancers. Dendreon is headquartered in Seattle, Washington
and is traded on the NASDAQ Global Select Market under the symbol DNDN. For more information about
the Company and its programs, visit http://www.dendreon.com/.
This press release includes forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other
factors, including the current market demand for these types of securities, and the securities of
Dendreon and the negotiations between Dendreon and the underwriter due to changes in the price of
the Common Stock, corporate or other market conditions. These risks, uncertainties and other
factors could cause actual results to differ materially from those referred to in the
forward-looking statements. The reader is cautioned not to rely on these forward-looking
statements. Other risks that could impact the Notes offering are described in detail in Dendreons
annual report on Form 10-K for the year ended December 31, 2009, and quarterly report on Form 10-Q
for the quarter ended June 30, 2010, and other filings made with the Securities and Exchange
Commission. Undue reliance should not be placed on forward-looking statements, which speak only as
of the date they are made. Dendreon undertakes no obligation to update any forward-looking
statements to reflect new information, events or circumstances after the date they are made, or to
reflect the occurrence of unanticipated events.
SOURCE Dendreon Corporation
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