SAN DIEGO, April 26, 2017 /PRNewswire/ -- Neurocrine
Biosciences, Inc. (NASDAQ: NBIX) announced today the pricing of its
offering of $450.0 million aggregate
principal amount of 2.25% convertible senior notes due 2024 (the
"notes"). The notes will be sold in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The sale of the notes
is expected to close on May 2, 2017,
subject to customary closing conditions. Neurocrine also granted
the initial purchasers of the notes a 30-day option to purchase up
to an additional $67.5 million
aggregate principal amount of notes.
The notes will be senior unsecured obligations of Neurocrine and
will accrue interest payable in cash semi-annually in arrears at a
rate of 2.25% per annum. The notes will mature on May 15, 2024, unless earlier converted, redeemed
or repurchased. Prior to the close of business on the
business day immediately preceding January
15, 2024, the notes will be convertible at the option of the
holders only upon the satisfaction of certain circumstances.
Thereafter, the notes will be convertible at the option of the
holders at any time until the close of business on the scheduled
trading day immediately before the maturity date. Upon conversion,
Neurocrine will pay or deliver, as the case may be, cash, shares of
its common stock or a combination of cash and shares of its common
stock, at its election. The initial conversion rate will be 13.1711
shares per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately
$75.92 per share), subject to
adjustment upon the occurrence of specified events.
Neurocrine may not redeem the notes prior to May 15, 2021. On or after May 15, 2021, Neurocrine may redeem all, or any
portion, of the notes for cash if the last reported sale price per
share of Neurocrine's common stock exceeds 130% of the conversion
price on each of at least 20 trading days (whether or not
consecutive) during the 30 consecutive trading days ending on, and
including, the trading day immediately before Neurocrine sends the
related redemption notice, at a redemption price equal to 100% of
the principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date.
Neurocrine estimates that the net proceeds from the offering
will be approximately $436.6 million
(or approximately $502.2 million if
the initial purchasers exercise in full their option to purchase
additional notes), after deducting the initial purchasers'
discounts and commissions and estimated offering expenses payable
by Neurocrine. Neurocrine intends to use the net proceeds from the
offering for general corporate purposes, which may include
commercialization expenses, clinical trial and other research and
development expenses, capital expenditures, working capital and
general and administrative expenses.
The offer and sale of the notes and the shares, if any, issuable
upon conversion of the notes have not been and will not be
registered under the Securities Act or applicable state securities
laws, and the notes and such shares may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the notes or any shares
issuable upon conversion of the notes, nor shall there be any sale
of the notes or such shares, in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Neurocrine Biosciences
Neurocrine Biosciences is a San
Diego based biotechnology company focused on neurologic,
psychiatric and endocrine related disorders. In April of 2017 the
FDA approved INGREZZATM (valbenazine) capsules for the
treatment of adults with tardive dyskinesia (TD). INGREZZA is
a novel, selective vesicular monoamine transporter 2 (VMAT2)
inhibitor, and is the first and only FDA-approved product indicated
for the treatment of adults with TD. The Company markets
INGREZZA in the United States. The
Company's three late-stage clinical programs are: elagolix, a
gonadotropin-releasing hormone antagonist for women's health that
is partnered with AbbVie Inc.; opicapone, a novel, once-daily,
peripherally-acting, highly-selective catechol-o-methyltransferase
inhibitor under investigation as adjunct therapy to levodopa in
Parkinson's patients; and INGREZZA™ (valbenazine), a novel,
once-daily, selective VMAT2 inhibitor under investigation for the
treatment of Tourette Syndrome.
Forward-Looking Statements
In addition to historical facts, this press release contains
forward-looking statements that involve a number of risks and
uncertainties such as those, among others, relating to Neurocrine's
expectations regarding the completion of its proposed offering and
the expected net proceeds therefrom. Among the factors that
could cause actual results to differ materially from those
indicated in the forward-looking statements are risks and
uncertainties associated with market conditions, the
satisfaction of closing conditions related to the
offering, and risks related to the application of the
net proceeds, if any, from the offering, as well as risks
and uncertainties associated with Neurocrine's business and
finances in general, and the other risks described in Neurocrine's
annual report on Form 10-K for the year ended December 31, 2016. Neurocrine undertakes no
obligation to update the statements contained in this press release
after the date hereof.
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SOURCE Neurocrine Biosciences, Inc.