PARSIPPANY, N.J.--(BUSINESS WIRE)--Jan. 17, 2013--
Pharmaceuticals, Inc. (NASDAQ: PCRX) (the “Company”) today announced
that it has priced its private offering of $110 million in aggregate
principal amount of its 3.25 percent Convertible Senior Notes due 2019.
The Company has also granted the initial purchasers a 30-day option to
purchase up to an additional $10 million in aggregate principal amount
of the notes on the same terms and conditions, solely to cover sales in
excess thereof, if any. The notes will be sold only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended. The sale of the notes is expected to close on January
23, 2013, subject to customary closing conditions.
The notes will be senior unsecured obligations of the Company and will
mature on February 1, 2019. The notes will bear interest at a rate of
3.25 percent per year, payable semi-annually in arrears. Upon
conversion, holders will receive cash up to the principal amount of the
notes and, with respect to any excess conversion value, cash, shares of
the Company’s common stock, or a combination of cash and shares of the
Company’s common stock, at the Company’s option. The conversion rate for
the notes will initially be 40.2945 shares of common stock (subject to
customary adjustments) per $1,000 principal amount, which is equivalent
to an initial conversion price of approximately $24.82 per share of the
Company’s common stock. The initial conversion price of the notes
represents a premium of approximately 32.50 percent to the closing sale
price of $18.73 per share of the Company’s common stock on The NASDAQ
Global Select Market on January 16, 2013.
The Company estimates that the net proceeds from the offering will be
approximately $105.7 million (or $115.3 million if the initial
purchasers exercise their option to purchase additional notes in full),
after deducting the initial purchasers’ discounts and commissions and
the estimated offering expenses payable by the Company. Pacira intends
to use approximately $30 million of the net proceeds of the offering to
repay all amounts outstanding under, and to terminate, its senior
secured credit facility, and the remainder of the net proceeds from the
offering (including from any exercise by the initial purchasers of their
option to purchase additional notes) to fund the continued
commercialization of EXPAREL® and the development of additional
indications for EXPAREL and for general corporate purposes.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any of these securities. Any offers of
the notes will be made only by means of a confidential offering
memorandum. The notes and the shares of the Company’s common stock
underlying these securities have not been and will not be registered
under the Securities Act of 1933, as amended, or the securities laws of
any other jurisdiction and may not be offered or sold in the United
States without registration or an applicable exemption from registration
Pacira Pharmaceuticals, Inc. (Nasdaq: PCRX) is an emerging specialty
pharmaceutical company focused on the clinical and commercial
development of new products that meet the needs of acute care
practitioners and their patients. The company's current emphasis is the
development of non-opioid products for postsurgical pain control, and
its lead product, EXPAREL® (bupivacaine liposome injectable
suspension), was commercially launched in the United States in April
2012. EXPAREL and two other products have utilized the Pacira
proprietary product delivery technology DepoFoam®, a unique
platform that encapsulates drugs without altering their molecular
structure and then releases them over a desired period of time.
Forward Looking Statements
Certain of the statements made in this press release are forward
looking for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995, such as those, among others,
relating to our expectations regarding the completion of the proposed
notes offering. Actual results or developments may differ materially
from those projected or implied in these forward-looking statements.
Factors that may cause such a difference include, without limitation,
risks and uncertainties related to whether or not the Company will
consummate the offering, the anticipated use of the proceeds of the
offering, and the impact of general economic, industry or political
conditions in the United States or internationally. There can be no
assurance that we will be able to complete the proposed notes offering
on the anticipated terms, or at all. Additional risks and uncertainties
relating to Pacira and our business are discussed in the "Risk Factors"
section of our most recent Annual Report on Form 10-K for the fiscal
year ended December 31, 2011, in our Current Report on Form 8-K filed
with the SEC on January 15, 2013 and in other filings that we
periodically make with the SEC. In addition, the forward-looking
statements included in this press release represent our views as of the
date of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may elect
to update these forward-looking statements at some point in the future,
we specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing our views as of any
date subsequent to the date of this press release.
Information found on the Company’s website is not incorporated by
Source: Pacira Pharmaceuticals, Inc.
Pacira Pharmaceuticals, Inc.
James S. Scibetta, 973-254-3570
Pure Communications, Inc.
Susan Heins, 864-286-9597