EMERYVILLE, Calif.,
Nov. 8, 2021 /PRNewswire/
-- Amyris, Inc. (Nasdaq: AMRS) ("Amyris"), a leading
synthetic biotechnology company accelerating the world to
sustainable consumption through its Lab-to-Market™
operating platform, today announced that it proposes to offer
$400.0 million aggregate principal
amount of convertible senior notes due 2026 (the "notes"), subject
to market conditions and other factors. The notes are to be offered
and sold in a private placement to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Act"). Amyris also intends
to grant the initial purchasers of the notes an option to purchase,
within a 13-day period from, and including the date on which the
notes are first issued, up to an additional $60.0 million aggregate principal amount of
notes.
The notes will be senior, unsecured obligations of Amyris, and
interest will be payable semiannually in arrears.
The notes will mature on November 15,
2026, unless earlier converted, redeemed or repurchased in
accordance with the terms of the notes. Prior to 5:00 p.m., New York
City time, on the business day immediately preceding
June 15, 2026, the notes will be
convertible at the option of holders only upon satisfaction of
certain conditions and during certain periods, and thereafter, the
notes will be convertible at the option of holders at any time
until 5:00 p.m., New York City time, on the second scheduled
trading day immediately preceding the maturity date, regardless of
whether such conditions have been met. Upon conversion, the notes
may be settled in shares of Amyris' common stock (the "common
stock"), cash or a combination of cash and shares of common stock,
at the election of Amyris.
Holders of the notes will have the right to require Amyris to
repurchase for cash all or a portion of their notes at 100% of
their principal amount, plus any accrued and unpaid interest, upon
the occurrence of a fundamental change (as defined in the indenture
relating to the notes). Amyris will also be required, in certain
circumstances, to increase the conversion rate for holders who
convert their notes in connection with certain fundamental changes
prior to the maturity date or convert their notes called (or deemed
called) for redemption during the related redemption period, as the
case may be. The notes will be redeemable, in whole or in part, for
cash at Amyris' option at any time, and from time to time, on or
after November 20, 2024, but only if
the last reported sale price per share of Amyris' common stock
exceeds 130% of the conversion price for a specified period of
time.
The interest rate, conversion rate, offering price and other
terms are to be determined upon pricing of the notes.
Amyris intends to use a portion of the net proceeds to pay the
cost of the capped call transactions described below. Amyris
intends to use the remaining net proceeds for the repayment of
existing senior debt instruments and for general corporate
purposes, which may include, among other things, acquiring
complementary products, technologies, intellectual property or
businesses.
In connection with the pricing of the notes, Amyris expects to
enter into capped call transactions with one or more of the initial
purchasers or their respective affiliates and/or other financial
institutions (the "option counterparties"). The capped call
transactions are expected generally to reduce the potential
dilution to the common stock upon any conversion of the notes
and/or offset any cash payments Amyris is required to make in
excess of the principal amount of converted notes, as the case may
be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties and/or their
respective affiliates expect to purchase shares of the common stock
and/or enter into various derivative transactions with respect to
the common stock concurrently with or shortly after the pricing of
the notes. This activity could increase (or reduce the size of any
decrease in) the market price of the common stock or the notes at
that time.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to the common stock
and/or purchasing or selling the common stock in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so during any
observation period related to a conversion of notes and may do so
following any repurchase of notes by Amyris on any fundamental
change repurchase date or otherwise). This activity could also
cause or avoid an increase or a decrease in the market price of the
common stock or the notes, which could affect the holder's ability
to convert the notes and, to the extent the activity occurs during
any observation period related to a conversion of the notes, it
could affect the number of shares and the value of the
consideration that the holder would receive upon conversion of the
notes.
If the initial purchasers exercise their option to purchase
additional notes, Amyris expects to use the resulting additional
proceeds of the sale of the additional notes to pay the cost of
entering into the additional capped call transactions, for the
repayment of existing senior debt instruments and for general
corporate purposes, which may include, among other things,
acquiring complementary products, technologies, intellectual
property or businesses.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
the common stock, if any, into which the notes are convertible) and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Any offers of the notes will be made only by means of a private
offering memorandum.
The notes and any shares of the common stock issuable upon
conversion of the notes have not been registered under the Act, or
any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from such registration
requirements.
Cautionary Statement Regarding Forward-Looking Statements
This press release may include forward-looking statements within
the meaning Section 27A of the Private Securities Litigation Reform
Act. Words such as "anticipate," "believe," "estimate," "expect,"
"intend," "should," "will" and variations of these terms or the
negative of these terms and similar expressions are intended to
identify these forward-looking statements. Forward-looking
statements in this press release may include but are not limited to
statements regarding Amyris' proposed offering of the notes and
expected use of net proceeds of the offering. Factors that may
contribute to such differences include, but are not limited to,
risks related to whether Amyris will consummate the offering of the
notes on the expected terms, or at all, the anticipated principal
amount of the notes, which could differ based upon market
conditions, whether the capped call transactions will become
effective, the expected use of the net proceeds from the offering,
which could change as a result of market conditions or for other
reasons, prevailing market and other general economic, industry or
political conditions in the United
States or internationally, the impact of the COVID-19
pandemic, and whether Amyris will be able to satisfy the conditions
required to close any sale of the notes. The foregoing list of
risks and uncertainties is illustrative, but is not exhaustive. For
information about other potential factors that could affect Amyris'
business and financial results, please review the "Risk Factors"
described in Amyris' Annual Report on Form 10-K for the year ended
December 31, 2020 filed with the
Securities and Exchange Commission (the "SEC") and in Amyris' other
filings with the SEC. These forward-looking statements speak only
as of the date hereof or as of the date otherwise stated herein.
Amyris disclaims any obligation to update these forward-looking
statements.
About Amyris
Amyris (Nasdaq: AMRS) is a leading synthetic biotechnology
company, transitioning the Clean Health & Beauty and Flavors
& Fragrances markets to sustainable ingredients through
fermentation and the company's proprietary
Lab-to-MarketTM operating platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the world's top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, the Amyris logo and Lab-to-Market are trademarks or
registered trademarks of Amyris, Inc. in the U.S. and/or other
countries.
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SOURCE Amyris, Inc.