Merit Medical Systems, Inc. (Nasdaq: MMSI) (“Merit”), a
leading global manufacturer and marketer of healthcare technology,
announced today that it intends to offer, subject to market
conditions and other factors, $550.0 million aggregate principal
amount of Convertible Senior Notes due 2029 (the “notes”) in a
private placement (the “offering”) only to persons reasonably
believed to be “qualified institutional buyers” pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Merit also intends to grant the initial
purchasers of the notes an option to purchase, during a 13-day
period beginning on, and including, the date on which the notes are
first issued, up to an additional $82.5 million aggregate principal
amount of the notes.
The notes will be senior unsecured obligations
of Merit and will accrue interest payable semiannually in arrears.
Upon conversion, Merit will pay cash up to the aggregate principal
amount of the notes to be converted and pay or deliver, as the case
may be, cash, shares of Merit's common stock or a combination of
cash and shares of Merit's common stock, at Merit’s election, in
respect of the remainder, if any, of Merit’s conversion obligation
in excess of the aggregate principal amount of the notes being
converted. The interest rate, initial conversion rate and other
terms of the notes will be determined at the time of pricing of the
offering.
Merit intends to use a portion of the net
proceeds from the offering to pay the cost of the capped call
transactions described below. If the initial purchasers exercise
their option to purchase additional notes, Merit expects to use a
portion of the net proceeds from the sale of the additional notes
to enter into additional capped call transactions with the option
counterparties (as defined below). Merit intends to use the
remaining net proceeds from the offering for general corporate
purposes, which may include repayment or reduction of existing
debt, sales and marketing activities, medical affairs and
educational efforts, research and development, clinical studies,
working capital, capital expenditures and investments in and
acquisitions of other companies, products or technologies in the
future. However, while Merit regularly evaluates acquisition
opportunities, Merit has no commitments with respect to any
acquisitions of other companies, products or technologies of a
material nature at this time.
In connection with the pricing of the notes,
Merit expects to enter into privately negotiated capped call
transactions with one or more of the initial purchasers and/or
their respective affiliates (the “option counterparties”). The
capped call transactions will cover, subject to anti-dilution
adjustments, the number of shares of Merit’s common stock initially
underlying the notes. The capped call transactions are expected
generally to reduce the potential dilution to Merit’s common stock
upon any conversion of notes and/or offset any cash payments Merit
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, Merit expects the option
counterparties or their respective affiliates to enter into various
derivative transactions with respect to Merit’s common stock and/or
purchase shares of Merit’s 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 Merit’s common stock or the notes at that time.
In addition, the option counterparties or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to Merit’s
common stock and/or purchasing or selling Merit’s common stock or
other securities of Merit in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so on each exercise date for the capped
call transactions or following any termination of any portion of
the capped call transactions in connection with any repurchase,
redemption or early conversion of the notes). This activity could
also cause or avoid an increase or a decrease in the market price
of Merit’s common stock or the notes, which could affect the
ability of a holder of notes to convert the notes and, to the
extent the activity occurs following a conversion or during any
observation period related to a conversion of notes, it could
affect the amount and value of the consideration that a holder of
notes will receive upon conversion of its notes.
The notes and any shares of Merit’s common stock
issuable upon conversion of the notes have not been and will not be
registered under the Securities Act, any state securities laws or
the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws. The notes will be offered to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any of these securities
(including the shares of Merit’s common stock, if any, into which
the notes are convertible) nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification thereof under the securities laws of any such state
or jurisdiction.
About Merit Medical
Merit Medical Systems, Inc. is a leading
manufacturer and marketer of proprietary medical devices used in
interventional, diagnostic and therapeutic procedures, particularly
in cardiology, radiology, oncology, critical care and endoscopy.
Merit strives to be the most customer-focused company in
healthcare. Merit is determined to make a difference by
understanding its customers’ needs and innovating and delivering a
diverse range of products that improve the lives of people and
communities throughout the world. Merit believes that long-term
value is created for its customers, employees, shareholders, and
communities when it focuses outward and is determined to deliver an
exceptional customer experience.
Forward-Looking Statements
This release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). All statements in this
release, other than statements of historical fact, are
“forward-looking statements” for purposes of these provisions,
including any projections of earnings, revenues or other financial
items, any statements of the plans and objectives of Merit’s
management for future operations, any statements concerning
proposed new products or services, any statements regarding the
integration, development or commercialization of the business or
any assets acquired from other parties, any statements regarding
future economic conditions or performance, and any statements of
assumptions underlying any of the foregoing. In some cases,
forward-looking statements can be identified by the use of
terminology such as “may,” “will,” “expects,” “plans,”
“anticipates,” “intends,” “seeks,” “believes,” “estimates,”
“potential,” “forecasts,” “continue,” or other forms of these words
or similar words or expressions, or the negative thereof or other
comparable terminology. Although Merit believes that the
expectations reflected in the forward-looking statements contained
herein are reasonable, there can be no assurance that such
expectations or any of the forward-looking statements will prove to
be correct, and actual results will likely differ, and could differ
materially, from those projected or assumed in the forward-looking
statements. Important factors that could cause actual results to
differ materially from those indicated in the forward-looking
statements related to the offering include risks and uncertainties
related to the satisfaction of customary closing conditions.
Investors are cautioned not to unduly rely on any such
forward-looking statements.
All subsequent forward-looking statements
attributable to Merit or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. Merit’s
actual results will likely differ, and may differ materially, from
anticipated results. Financial estimates are subject to change and
are not intended to be relied upon as predictions of future
operating results. All forward-looking statements included in this
release are made as of the date hereof and are based on information
available to Merit as of such date. Merit assumes no obligation to
update any forward-looking statement. If Merit does update or
correct one or more forward-looking statements, investors and
others should not conclude that Merit will make additional updates
or corrections.
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Contacts: |
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PR/Media Inquiries:Teresa
JohnsonMerit Medical |
Investor Inquiries:Mike
Piccinino, CFA, IRCWestwicke - ICR |
+1-801-208-4295 |
+1-443-213-0509 |
tjohnson@merit.com |
mike.piccinino@westwicke.com |
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