Medivation, Inc. Prices $225 Million 2.625% Convertible Senior Notes Due 2017
SAN FRANCISCO, CA -- (MARKET WIRE) -- 03/13/12 --
Medivation, Inc. (NASDAQ: MDVN) today announced the pricing of its offering of $225 million aggregate principal amount of 2.625% convertible senior notes due April 1, 2017 registered under the Securities Act of 1933, as amended. Medivation granted the underwriters of the offering a 30-day option to purchase up to $33.75 million aggregate principal amount of additional notes. The offering is expected to close on March 19, 2012, subject to customary closing conditions. Citigroup is the sole book-running manager, and Credit Suisse Securities (USA) LLC, Jefferies & Company, Inc., William Blair & Company, L.L.C., and Leerink Swann LLC are co-managers
of the notes offering.
The notes will be general senior unsecured obligations of Medivation, and will pay interest semi-annually in cash at a rate of 2.625 percent per annum on April 1 and October 1 of each year, beginning October 1, 2012. On or after April 6, 2015, the company may redeem for cash all or a part of the notes if the closing sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date it provides notice of the redemption exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The redemption price will equal 100% of the principal amount of notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the
occurrence of a fundamental change prior to the maturity date, holders may require the company to purchase for cash all or a portion of these notes at a purchase price equal to the principal amount of the notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.
Prior to the close of business on the business day immediately preceding January 1, 2017, the notes will be convertible only upon certain circumstances. Upon conversion, Medivation 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 of 9.7586 shares of common stock per $1,000 principal amount of notes is equivalent to a conversion price of approximately $102.47 per share of common stock, which is approximately 43.5% higher than the closing price of Medivation's stock on March 13, 2012. The conversion rate is subject to adjustment in certain events, such as distributions of dividends and stock splits.
Medivation estimates that net proceeds from the offering will be approximately $217.6 million, after deducting the underwriters' discounts and estimated transaction expenses associated with the offering. Medivation expects to use the net proceeds of the offering of the notes for working capital, including the further development and potential commercialization of its product candidates, and for other general corporate purposes. The company may also use a portion of the net proceeds to invest in complementary products, technologies or businesses.
The notes are being offered and sold under Medivation's shelf registration statement filed with the Securities and Exchange Commission (SEC) on March 12, 2012, which was effective upon filing. A prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's web site at http://www.sec.gov. Printed copies of the prospectus supplement relating to this offering and the accompanying prospectus may also be obtained, when available, by requesting copies from Citigroup, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 or by telephone at 1-800-831-9146 or by email at firstname.lastname@example.org.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.
Medivation, Inc. is a biopharmaceutical company focused on the rapid development of novel small molecule drugs to treat serious diseases for which there are limited treatment options. Together with its corporate partner Astellas, Medivation currently has the investigational drug MDV3100 in Phase 3 development to treat advanced prostate cancer.
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the closing of the offering is subject to customary closing conditions which, if not met, may cause the offering not to close. The reader is cautioned not to rely on these forward-looking statements. Other risks that could impact the offering or Medivation's business are described in detail of Medivation's annual report on Form 10-K for the year ended December 31, 2011, and other filings made with the SEC. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Medivation undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
Chief Business & Financial Officer
Sr. Director, Investor Relations
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