Trinity Biotech plc (Nasdaq:TRIB), a leading developer and
manufacturer of diagnostic products for the point-of-care and
clinical laboratory markets, announced today that Trinity Biotech
Investment Limited, its wholly-owned subsidiary (the "Issuer"),
closed its offering of $115 million aggregate principal amount of
Exchangeable Senior Notes due 2045 in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The
closing included the exercise in full of the initial purchasers'
option to purchase up to an additional $15 million aggregate
principal amount of the notes. The notes will mature on April 1,
2045, unless earlier purchased, redeemed or exchanged.
The Issuer expects that the net proceeds from the offering will
be approximately $110.9 million, after deducting underwriting
discounts and estimated expenses of the offering. Trinity Biotech
plc (the "Company") currently expects to use the net proceeds from
the offering for potential future acquisitions and for general
corporate purposes, which may include continued product development
and commercialization.
The notes are senior unsecured obligations of the Issuer and
accrue interest at an annual rate of 4.00% from the date on which
the notes are originally issued, payable semi-annually in arrears
on April 1 and October 1 of each year, beginning on October 1,
2015. The Issuer's obligations under the notes are fully and
unconditionally guaranteed on a senior unsecured basis by the
Company.
The notes are exchangeable, at the applicable exchange rate, at
any time prior to the close of business on the second business day
immediately preceding the maturity date for, and the Issuer will
settle exchanges of the notes by delivering, American depositary
shares ("ADSs") of the Company (each representing, as of the date
hereof, four "A" ordinary shares of the Company). The exchange rate
is initially equal 45.1488 ADSs of the Company per $1,000 principal
amount of notes, equivalent to an initial exchange price of
approximately $22.15 per ADS, which is a 15% premium to the last
reported sale price per ADS on April 1, 2015. The exchange rate is
subject to adjustment upon the occurrence of certain events, but
will not be adjusted for any accrued and unpaid interest. In
addition, following the occurrence of certain corporate events that
occur prior to the maturity date, the Issuer will, in certain
circumstances, increase the exchange rate for a holder who elects
to exchange its notes in connection with such a corporate
event.
The Issuer may not redeem the notes prior to April 1, 2020. On
or after April 1, 2020, until, but excluding, April 1, 2022, the
Issuer may from time to time redeem for cash all or part of the
notes, but only if the last reported sale price per ADS for at
least 20 trading days (whether or not consecutive) during the
period of 30 consecutive trading days ending on the trading day
immediately preceding the date on which the Issuer provides the
notice of redemption exceeds 130% of the applicable exchange price
for the notes on each applicable trading day. On or after April 1,
2022, the Issuer may from time to time redeem for cash all or part
of the notes, regardless of the last reported sale price per ADS.
In the above cases, the redemption price will equal 100% of the
principal amount of the notes being redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date, plus, for
all notes redeemed by the Issuer prior to April 1, 2022, a
"make-whole premium" payment payable in cash, ADSs or a combination
of cash and ADSs, at the Issuer's option, equal to the sum of the
remaining scheduled payments of interest on these notes through
April 1, 2022 (without duplication of the interest accrued to, but
excluding, the redemption date). If the Issuer elects to pay some
or all of the make-whole premium in ADSs, then the number of ADSs a
holder will receive will be that number of ADSs that have a value
equal to the amount of the make-whole premium payment to be paid to
such holder in ADSs, divided by the product of (i) the average of
the last reported sale price per ADS for the five trading days
immediately preceding and including the third day prior to the
redemption date and (ii) 0.97.
Holders may require the Issuer to repurchase the notes on April
1, 2022, April 1, 2025, April 1, 2030, April 1, 2035 or April 1,
2040 at a price equal to 100% of the principal amount of the notes
being repurchased, plus accrued and unpaid interest up to, but
excluding, the repurchase date. The Issuer will pay cash for all
notes so repurchased.
Neither the notes nor the ADSs issuable upon exchange of the
notes have been or are expected to be 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. 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. Trinity Biotech plc is advised by
William Fry Solicitors, Ireland and Carter Ledyard & Milburn
LLP, New York.
About Trinity Biotech plc
Trinity Biotech develops, acquires, manufactures and markets
diagnostic systems, including both reagents and instrumentation,
for the point-of-care and clinical laboratory segments of the
diagnostic market. The products are used to detect infectious
diseases and to quantify the level of Haemoglobin A1c and other
chemistry parameters in serum, plasma and whole blood. Trinity
Biotech sells direct in the United States, Germany, France and the
U.K. and through a network of international distributors and
strategic partners in over 75 countries worldwide.
Forward-Looking Statements
This press release includes forward-looking statements regarding
Trinity Biotech's financing plans, including statements related to
the offering of the notes, the terms of the notes and the intended
use of net proceeds of the offering. Such statements are subject to
certain risks and uncertainties including, without limitation,
risks related to whether the Company and the Issuer will consummate
the offering of the notes on the expected terms, or at all, market
and other general economic conditions, whether the Company and the
Issuer will be able to satisfy the conditions required to close any
sale of the notes, and the fact that the Company's management will
have broad discretion in the use of the proceeds from any sale of
the notes. Trinity Biotech's forward-looking statements also
involve assumptions that, if they never materialize or prove
correct, could cause its results to differ materially from those
expressed or implied by such forward-looking statements. Although
Trinity Biotech's forward-looking statements reflect the good faith
judgment of its management, these statements are based only on
facts and factors currently known by Trinity Biotech. As a result,
you are cautioned not to rely on these forward-looking statements.
These and other risks concerning Trinity Biotech are described in
additional detail in Trinity Biotech plc's annual report on Form
20-F for the year ended December 31, 2014, which is on file with
the Securities and Exchange Commission.
CONTACT: Trinity Biotech plc
Kevin Tansley
(353)-1-2769800
E-mail: kevin.tansley@trinitybiotech.com
Lytham Partners LLC
Joe Diaz, Joe Dorame & Robert Blum
602-889-9700
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