Repligen Announces Private Convertible Transaction of $600 Million Principal Amount of 1.00% Convertible Senior Notes Due 2028 Through Exchange and New Subscription Agreements
07 Décembre 2023 - 1:30PM
Repligen Corporation (NASDAQ: RGEN) today announced that on
December 6, 2023, it entered into privately negotiated exchange
and/or subscription agreements with certain holders of its
outstanding 0.375% Convertible Senior Notes due 2024 (the “2024
Notes”) and certain new investors, pursuant to which Repligen will
issue $600 million aggregate principal amount of 1.00% Convertible
Senior Notes due 2028 (the “New Notes”). Approximately $309.9
million principal amount of the New Notes will be issued in
exchange for approximately $217.7 million principal amount of 2024
Notes (the “Exchange Transactions”) and approximately $290.1
million principal amount of the New Notes will be issued for cash
(the “Subscription Transactions”, and together with the Exchange
Transactions, the “Transactions”). The conversion price for the New
Notes will initially be approximately $203.06 per share of
Repligen’s common stock, which represents a conversion premium of
approximately 30% over the closing price of Repligen’s common stock
on December 6, 2023. Following the closing of the Transactions,
which is expected to occur on or about December 14, 2023,
approximately $69.7 million in aggregate principal amount of 2024
Notes will remain outstanding with terms unchanged.
Repligen anticipates the cash proceeds from the
Subscription Transactions will be approximately $276.2 million,
after subtracting fees and estimated expenses in connection with
the Transactions. Repligen intends to use approximately $14.4
million of the proceeds from the Subscription Transactions to
repurchase shares of its common stock from certain purchasers of
the New Notes and a portion of the proceeds to finance in part the
settlement upon conversion or repurchase of the remaining 2024
Notes at or prior to maturity. Repligen intends to use the
remainder of the proceeds for working capital and general corporate
purposes, including to fund the possible acquisitions of, or
investments in, complementary businesses, products, services and
technologies. However, Repligen has no current plans or obligations
to do so.
Jason Garland, Chief Financial Officer at Repligen
said, “The exchange of the majority of our 2024 Notes addresses
their impending maturity and extends the duration of our debt.
Combined with the new subscriptions, the Transactions strengthen
our balance sheet and provide added flexibility as we continue to
execute on our M&A and organic growth strategies. As a result
of the Transactions, we are updating our year-end cash and cash
equivalent guidance to $717 - $727 million, up from $455 - $465
million communicated in our third quarter of 2023 earnings call.
The increase reflects the cash proceeds from the Subscription
Transactions, net of fees, estimated expenses and the share
repurchases associated with the Subscription Agreements. Any
portion of the proceeds used to finance in part the settlement upon
conversion or repurchase of the remaining 2024 Notes at or prior to
maturity, will be in used in 2024.”
In connection with the issuance of the New Notes,
Repligen has been advised that the placement agent for the
Transactions intends to purchase approximately $5.1 million of
Repligen’s common stock from certain purchasers of the New
Notes.
Additional information regarding this announcement
may be found in a Current Report on Form 8-K that Repligen intends
to file today with the U.S. Securities and Exchange Commission (the
“SEC”).
J. Wood Capital Advisors LLC acted as placement
agent to Repligen and Perella Weinberg Partners acted as financial
advisor to Repligen in connection with the Transactions.
This press release does not constitute an offer to
sell, nor is it a solicitation of an offer to buy, the New Notes or
Repligen’s common stock, nor shall there be any sale of the New
Notes or Repligen’s common stock in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
state or any jurisdiction.
About Repligen
Repligen Corporation (NASDAQ: RGEN) is a global
life sciences company that develops and commercializes highly
innovative bioprocessing technologies and systems that enable
efficiencies in the process of manufacturing biological drugs. We
are “inspiring advances in bioprocessing” for the customers we
serve; primarily biopharmaceutical drug developers and contract
development and manufacturing organizations (CDMOs) worldwide. Our
focus areas are Filtration and Fluid Management, Chromatography,
Process Analytics and Proteins. Our corporate headquarters are
located in Waltham, Massachusetts, and the majority of our
manufacturing sites are in the U.S., with additional key sites in
Estonia, France, Germany, Ireland, the Netherlands and Sweden. For
more information about the company see our website at
www.repligen.com, and follow us on LinkedIn.
Forward-Looking Statements
This release contains forward-looking statements,
which are made pursuant to and in reliance upon the safe harbor
provisions of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Investors are
cautioned that statements in this release which are not strictly
historical statements, including, among others, statements
regarding the closing of the Transactions, the repurchase of common
stock, Repligen’s expectations regarding the expected net cash
proceeds from the Subscription Transactions and use of those
proceeds and Repligen’s year-end cash and cash equivalent guidance.
Forward-looking statements are neither historical facts nor
assurances of future performance. Because forward-looking
statements relate to the future, they are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from those anticipated, including, risks associated with
our restructuring activities; the lasting effects
of COVID-19 on our business operations and the operations
of our customers and suppliers; our ability to successfully grow
our bioprocessing business; our ability to manage through and
predict headwinds, including as part of our adjusted 2023 financial
guidance; our ability to develop and commercialize products and the
market acceptance of our products; our ability to successfully
integrate any acquired businesses into our business and achieve the
expected benefits of such acquisitions; reduced demand for our
products that adversely impacts our future revenues, cash flows,
results of operations and financial condition; our ability to
compete with larger, better financed bioprocessing, pharmaceutical
and biotechnology companies; our compliance with all U.S. Food and
Drug Administration and European Medicines Evaluation Agency
regulations; our volatile stock price; and other risks detailed in
Repligen’s Annual Report on Form 10-K for the year ended
December 31, 2022 and in subsequently filed reports with the
SEC, including our Quarterly Reports on Form 10-Q and
current reports on Form 8-K. Actual results may differ
materially from those Repligen contemplated by these
forward-looking statements; therefore, you should not rely on any
of these forward-looking statements. These forward-looking
statements reflect management’s current views, expectations, and
assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions, and are based only on information
currently available to us. Repligen does not undertake to update,
whether written or oral, any of these forward-looking statements to
reflect a change in its views or events or circumstances, whether
as a result of new information, future development or otherwise,
that occur after the date hereof except as required by law.
Contact:
Sondra S. Newman Global Head of Investor Relations
(781) 419-1881 investors@repligen.com
Repligen (NASDAQ:RGEN)
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