Enovis™ Corporation (NYSE: ENOV, “Enovis” or the “Company”) today
announced its intention to offer, subject to market conditions and
other factors, $400 million aggregate principal amount of
Convertible Senior Notes due 2028 (the “Notes”) in a private
offering (the “Offering”). In connection with the Offering, Enovis
expects to grant the initial purchasers of the Notes an option to
purchase, within a 13-day period beginning on, and including, the
date on which the Notes are first issued, up to an additional $60
million aggregate principal amount of the Notes on the same terms
and conditions.
In connection with the pricing of the Notes, the
Company expects to enter into privately negotiated capped call
transactions with one or more of the initial purchasers or their
respective affiliates and/or other financial institutions (the
“option counterparties”). The capped call transactions are expected
generally to mitigate potential dilution to the Company’s common
stock upon conversion of any Notes and/or offset any cash payments
the Company 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. If the initial purchasers exercise their
option to purchase additional Notes, the Company expects to enter
into additional capped call transactions with the option
counterparties.
In connection with the capped call transactions,
concurrently with or shortly after the pricing of the Offering, the
Company expects the option counterparties or their respective
affiliates to purchase shares of the Company’s common stock and/or
enter into various derivative transactions with respect to the
Company’s common stock. This activity could increase or reduce the
size of any decrease in the market price of the Company’s common
stock and/or the Notes. Further, while the Notes are
outstanding, these counterparties may modify any such hedge
positions by entering into or unwinding such positions, or by
purchasing or selling the Company’s common stock or other
securities in secondary market transactions. These
counterparties are likely to engage in such activities at any
exercise date of or termination of any portion of the capped call
transactions. This activity could cause or avoid an increase or
decrease in the market price of the Company’s common stock and/or
the Notes.
Enovis intends to use a portion of the net proceeds from the
Offering to pay the cost of the capped call transactions. Enovis
intends to use the remainder of the net proceeds from the Offering,
together with approximately $400 million of borrowings under a new
term loan facility, and cash on hand to fund the cash purchase
price of the pending acquisition of LimaCorporate S.p.A. (“Lima”)
(the “Lima Acquisition”), with any remaining proceeds being used
for general corporate purposes. Until the Lima Acquisition is
consummated, Enovis intends to hold the net proceeds from the
Offering in cash and cash equivalents or use the net proceeds from
the Offering to pay down borrowings under its existing credit
facility pending the closing of the transaction. If the initial
purchasers exercise their option to purchase additional Notes, the
Company 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 and the remainder to
fund the purchase price of the Lima Acquisition, with any remaining
proceeds being used for general corporate purposes.
If the Lima Acquisition is not consummated, and the Company does
not elect to redeem the Notes in connection therewith pursuant to
the option described below, the Company intends to use the proceeds
the Company would have otherwise used to finance in part the Lima
Acquisition for general corporate purposes.
The final terms of the Notes, including the
initial conversion price, interest rate and certain other terms,
will be determined at the time of pricing of the Offering. When and
if issued, the Notes will be senior unsecured obligations of Enovis
and will rank equal in right of payment to the Company’s unsecured
and unsubordinated indebtedness. The Notes will mature on October
15, 2028, unless earlier repurchased, redeemed or converted in
accordance with their terms prior to such date. Prior to the close
of business on the business day immediately preceding April 15,
2028, the Notes will be convertible at the option of the holders of
the Notes only upon the satisfaction of specified conditions and
during certain periods. On or after April 15, 2028 until the close
of business on the second scheduled trading day immediately
preceding the maturity date, the Notes will be convertible, at the
option of the holders of Notes, at any time regardless of such
conditions. Upon conversion, Enovis 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 the Company’s common
stock or a combination of cash and shares of the Company’s common
stock, at the Company’s election, in respect of the remainder, if
any, of the Company’s conversion obligation in excess of the
principal amount of the Notes being converted. If the Lima
Acquisition is not consummated on or prior to June 30, 2024 or if,
before such time, the acquisition agreement with respect to the
Lima Acquisition is terminated or the Company reasonably determines
in good faith that the Lima Acquisition will not be consummated,
the Company may, at its option, redeem all (but not less than all)
of the Notes on a redemption date on or prior to September 30,
2024, in cash at a redemption price equal to 101% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date, plus a premium, if
any.
The Notes will be offered 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”). The offer and sale of the Notes and any shares
of the Company’s common stock issuable upon conversion of the
Notes, if any, have not been, and will not be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, the Notes and such shares, if any, may
not be offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any offer or sale of, the Notes (or any shares of the Company’s
common stock issuable upon conversion of the Notes) in any state or
jurisdiction in which the 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 Enovis CorporationEnovis
Corporation (NYSE: ENOV) is an innovation-driven medical technology
growth company dedicated to developing clinically differentiated
solutions that generate measurably better patient outcomes and
transform workflows. Powered by a culture of continuous
improvement, global talent and innovation, the Company’s extensive
range of products, services and integrated technologies fuels
active lifestyles in orthopedics and beyond. The Company’s shares
of common stock are listed in the United States on the New York
Stock Exchange under the symbol ENOV.
Forward-Looking StatementsSome
of the statements contained in this press release that are not
historical facts are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Company intends such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Exchange
Act. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including statements regarding: the ability to consummate and
realize benefits from the Lima Acquisition; the impacts of the
completed spin-off of ESAB Corporation (“ESAB”) into an independent
publicly traded company (the “Separation”); the expected financial
and operating performance of, and future opportunities for, the
Company following the Separation; the impact of the COVID-19 global
pandemic; projections of revenue, profit margins, expenses, tax
provisions and tax rates, earnings or losses from operations,
impact of foreign exchange rates, cash flows, synergies or other
financial items; plans, strategies and objectives of management for
future operations including statements relating to potential
acquisitions, compensation plans or purchase commitments;
developments, performance, industry or market rankings relating to
products or services; future economic conditions or performance,
including the impact of increasing inflationary pressures; the
outcome of outstanding claims or legal proceedings; potential gains
and recoveries of costs; assumptions underlying any of the
foregoing; and any other statements that address activities, events
or developments that the Company intends, expects, projects,
believes or anticipates will or may occur in the future.
Forward-looking statements may be characterized by terminology such
as “believe,” “anticipate,” “should,” “would,” “could,” “may,”
“likely,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,”
“sees,” and similar expressions. These statements are based on
assumptions and assessments made by the Company’s management as of
the date of this press release in light of their experience and
perception of historical trends, current conditions, expected
future developments and are subject to risks, uncertainties and
other factors, including but not limited to: the risk that the
Company may not be able consummate the Lima Acquisition on the
anticipated terms or at all, the risk that the Company’s
assumptions with respect to the Offering and capped call
transactions may be incorrect, and other risks, uncertainties and
other factors set forth in the Company’s reports filed with the
U.S. Securities and Exchange Commission (the “SEC”), including its
most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q under the caption “Risk Factors,” as well as
the other risks and uncertainties set forth in the Company’s
other filings with the SEC. In addition, these statements are based
on assumptions that are subject to change. Any such forward-looking
statements are not guarantees of future performance and actual
results, developments and business decisions may differ materially
from those envisaged by such forward-looking statements. This press
release speaks only as of the date hereof. Enovis disclaims any
duty to update the information herein, excepts as required by
law.
Investor Relations ContactKyle RoseVice
President, Investor RelationsEnovis
Corporation+1-917-734-7450investorrelations@enovis.com
Media ContactKatie SweetVice President,
Corporate CommunicationsEnovis
CorporationKatie.sweet@enovis.com
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