ImmunoGen Announces Pricing of $100 Million Offering of 4.50% Convertible Senior Notes Due 2021
June 15 2016 - 8:58AM
Business Wire
ImmunoGen, Inc. (NASDAQ: IMGN) today announced the pricing of
$100 million aggregate principal amount of its 4.50% convertible
senior notes due 2021 (the “Notes”) in a private placement. The
Notes will be offered by the initial purchasers only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Act”). ImmunoGen also granted the initial
purchasers of the Notes an option, exercisable for 30 days, to
purchase up to an additional $15 million aggregate principal amount
of the Notes on the same terms and conditions to cover any
overallotments.
The sale of the Notes to the initial purchasers is expected to
settle on June 20, 2016, subject to customary closing conditions,
and is expected to result in $96.7 million net proceeds to
ImmunoGen, assuming no exercise of the initial purchasers’ option
to purchase additional Notes, or $111.2 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
ImmunoGen.
The Notes will be senior unsecured obligations of ImmunoGen, and
will bear interest at a rate of 4.50% per year. Interest will be
payable semi-annually in arrears on January 1 and July 1 of each
year, beginning January 1, 2017. The Notes will mature on July 1,
2021, unless earlier converted or repurchased.
ImmunoGen intends to the use net proceeds of the offering for
its operations, including but not limited to clinical trial
expenditures, including the manufacture of ImmunoGen’s experimental
therapies, other research and development expenditures, and other
corporate purposes, capital expenditures and working capital.
The Notes will be convertible by the holders at their option at
any time prior to the close of business on the business day
immediately preceding the stated maturity date, and upon
conversion, the holders will receive shares of ImmunoGen common
stock. The initial conversion rate will be 238.7775 shares per
$1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $4.19 per share). The initial
conversion price represents a premium of approximately 20% to the
$3.49 per share last reported sale price of ImmunoGen’s common
stock on The NASDAQ Global Select Market on June 14, 2016.
Upon specified corporate events, subject to certain conditions,
holders may require ImmunoGen to repurchase for cash all or part of
their Notes at a price equal to 100% of the principal amount of the
Notes to be repurchased, plus accrued and unpaid interest.
Following certain corporate events that occur prior to the stated
maturity date, ImmunoGen will increase the conversion rate for a
holder who elects to convert the Notes in connection with such a
corporate event in certain circumstances.
The Notes are being offered to qualified institutional buyers
pursuant to Rule 144A under the Act. Neither the Notes nor the
shares of ImmunoGen’s common stock issuable upon conversion of the
Notes have been registered under the Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale is unlawful. Any offers of the securities will
be made only by means of a private offering memorandum pursuant to
Rule 144A under the Act.
About ImmunoGen
ImmunoGen is a clinical-stage biotechnology company that
develops targeted cancer therapeutics using its proprietary
antibody-drug conjugate (“ADC”) technology. ImmunoGen’s lead
product candidate, mirvetuximab soravtansine, is being advanced to
Phase 3 testing for FRα-positive platinum-resistant ovarian cancer,
and is also in Phase 1b/2 testing in combination regimens for
earlier-stage disease. ImmunoGen’s ADC technology is used in
Roche's marketed product, Kadcyla®, and in three other
clinical-stage ImmunoGen product candidates, and in programs in
development by partners Amgen, Bayer, Biotest, CytomX, Lilly,
Novartis, Sanofi and Takeda.
Forward-Looking Statements
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, including statements
about the anticipated closing of the offering, and the potential
effects of such transactions, the expected effective conversion
price of the Notes, and the anticipated use of the proceeds from
the 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 we will be able to raise capital through the sale of the Notes,
market and other conditions, the satisfaction of customary closing
conditions related to 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 offering on the anticipated terms, or at all. You
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press release.
Additional risks and uncertainties relating to the offering,
ImmunoGen and our business can be found under the heading “Risk
Factors” in the filings that we periodically make with the
Securities and Exchange Commission. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160615005791/en/
ImmunoGen, Inc.For Investors:Carol Hausner,
781-895-0600info@immunogen.comorFor Media:Michael Lampe,
484-575-5040michael@scientpr.com
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