Attached files
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8-K - 8-K - INTEGRA LIFESCIENCES HOLDINGS CORP | w83122e8vk.htm |
Exhibit
99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III
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Investor Relations: | |
Executive Vice President,
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Angela Steinway | |
Finance and Administration,
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and Chief Financial Officer
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(609) 275-0500
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(609) 936-2268 | |
jack.henneman@integralife.com
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angela.steinway@integralife.com |
Integra Announces Pricing of Convertible Senior Notes
PLAINSBORO, NJ, June 10, 2011 (GlobeNewswire) Integra LifeSciences Holdings Corporation (Nasdaq:
IART) today announced the pricing of $200,000,000 aggregate principal
amount of 1.625% convertible
senior notes due 2016 (the notes). The notes were offered and sold in a private placement solely
to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the Securities Act). The notes will be convertible, if certain conditions are met, into
cash and, in certain circumstances, shares of Integra common stock, based on a volume-weighted
average price of the common stock on each day of an observation period.
The notes will pay
interest semiannually at a rate of 1.625% per annum and have an
initial conversion rate of 17.4092 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of
approximately $57.44 per share), subject to adjustment. The sale of the notes is
expected to close on or about June 15, 2011. Integra also granted the initial purchasers of the
notes a 30-day option to purchase up to an additional $30,000,000 aggregate principal
amount of notes to cover over-allotments. Integra will settle conversions of the notes up
to the principal amount, of the notes in cash and conversion amounts in excess of the principal amount, if any, in
cash, shares of Integra common stock or a combination thereof, at Integras election.
The notes will mature on December 15, 2016. Holders of the notes may require Integra to
repurchase for cash all or part of their notes upon certain fundamental changes at a repurchase price equal to 100%
of the principal amount of the notes, plus accrued and unpaid interest, if any. Integra may not redeem the notes prior
to the maturity date.
Integra intends to use a portion of the net proceeds to pay the cost of the convertible note hedge
transactions described below, taking into account the proceeds to Integra of the warrant
transactions; approximately $35 million of the net proceeds to purchase shares of Integras common stock
at the closing of the sale of the notes; and the balance of the net proceeds to repay a portion of
the indebtedness under Integras senior credit facility and for general corporate purposes.
In connection with the pricing of the offering, Integra entered into convertible note hedge transactions with one
or more of the initial purchasers or their respective affiliates (the counterparties). These
transactions are expected to reduce the potential dilution upon
conversion of the notes. Integra also entered into warrant transactions with the counterparties.
The warrant transactions could
separately have a dilutive effect on Integras earnings per share if the market price of its common
stock exceeds the strike price of the warrants.
In connection with establishing their initial hedge of the convertible note hedge transactions and
warrant transactions, the counterparties or their respective affiliates may enter into various
derivative transactions with respect to Integras common stock concurrently with, or shortly after,
the pricing of the notes. These activities could have the effect of
increasing (or reducing the size of any decrease in) the market price
of Integras common stock.
If the initial purchasers exercise the over-allotment option, Integra may enter into additional
convertible hedge transactions and additional warrant transactions, with the balance of any net
proceeds being used for general corporate purposes as described above.
The notes and the shares of Integras common stock issuable upon conversion of the
notes, if any, are not being registered under the Securities Act or any state securities laws,
and may not be offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sale of these securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, the
expectations, plans and prospects for the Company, including whether or not the Company will offer
the notes or consummate the offering, the anticipated terms of the notes and the offering and the
anticipated use of proceeds of the offering. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from predicted or expected
results. These risks and uncertainties include market conditions and other factors beyond the
Companys control and the economic, competitive, governmental, technological and other factors
identified under the heading Risk Factors included in Item 1A of Integras Annual Report on Form
10-K for the year ended December 31, 2010 and in Integras Quarterly Report on Form 10-Q for the
three months ended March 31, 2011 and information contained in subsequent filings with the
Securities and Exchange Commission. These forward-looking statements are made only as of the date
hereof, and Integra undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.