Diversa Announces Proposed Offering of Convertible Senior Notes
March 20 2007 - 5:02PM
PR Newswire (US)
SAN DIEGO, March 20 /PRNewswire-FirstCall/ -- Diversa Corporation
(NASDAQ:DVSA) announced today that it intends to offer, subject to
market and other conditions, $75.0 million aggregate principal
amount of Convertible Senior Notes due 2027 ("Convertible Notes")
in a private placement. The Convertible Notes will be convertible
into Diversa common stock. In addition, Diversa has granted the
initial purchasers a 30-day option to purchase up to an additional
$11.25 million aggregate principal amount of Convertible Notes to
cover over-allotments, if any. The Company intends to use the net
proceeds of this offering for continued expansion of its biofuels
business, continued investment on product development and
commercialization efforts in its specialty enzyme business, and for
general corporate purposes, including working capital. Though this
offering is not contingent upon Diversa's pending merger with
Celunol Corp. (the "Merger"), if the Merger is successfully
consummated, Diversa intends to use a portion of the net proceeds
from this offering to fund the operations of the combined company,
including the planned construction of a demonstration-scale ethanol
facility. The Convertible Notes are being offered to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. None of the Convertible Notes (including any
shares of common stock issuable upon conversion thereof) have been
registered under the Securities Act or under any state securities
laws and, unless so registered, may not be offered or sold in the
United States or to U.S. persons except pursuant to an exemption
from, or in a transaction not subject to the registration
requirements of, the Securities Act and applicable state securities
laws. Any offers of the securities will be made only by means of a
private offering memorandum. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall it constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is
unlawful. Forward-Looking Statements Statements in this press
release that are not strictly historical are "forward-looking" and
involve a high degree of risk and uncertainty. These include
statements related to Diversa's financing activities and its
business, all of which are prospective. Such statements are only
predictions, and the actual events or results may differ materially
from those projected in such forward-looking statements. Factors
that could cause or contribute to differences include, but are not
limited to, risks related to market conditions and other factors
that could affect the Diversa's ability to complete the proposed
Convertible Note offering and its intended use of proceeds. Certain
of these factors and others are more fully described in Diversa's
filings with the Securities and Exchange Commission, including, but
not limited to, Diversa's Annual Report on Form 10-K, as amended,
for the year ended December 31, 2006. These forward-looking
statements speak only as of the date hereof. Diversa expressly
disclaims any intent or obligation to update these forward-looking
statements. Contact: Wendy Kelley Investor Relations Diversa
Corporation (858) 526-5437 DATASOURCE: Diversa Corporation CONTACT:
Wendy Kelley, Investor Relations of Diversa Corporation,
+1-858-526-5437 Web site: http://www.diversa.com/
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