deCODE genetics (Nasdaq:DCGN) today announced that
it has obtained commitments from qualified institutional
buyers pursuant to Rule 144A under the Securities Act
of 1933 to purchase $65,000,000 principal amount of
3.5% Senior Convertible Notes due 2011 at a price of
70% of par. The Notes will be convertible into deCODE
common stock at an initial conversion rate of 71.4286
shares per $1,000 principal amount of notes, equivalent
to an initial conversion price of $14 per share. deCODE
may redeem the notes beginning April 20, 2009. The
Notes will have the same interest rate and conversion
price as the existing 3.5% Senior Convertible Notes
due 2011 issued in April 2004 and will otherwise have
substantially similar terms but will be a separate
series. The Notes will accrue original discount for
tax purposes.
deCODE expects to use the net proceeds of this offering,
estimated to be approximately $43 million, principally
for advancing its drug and diagnostic discovery and
development programs, as well as for general corporate
purposes. deCODE has granted the initial purchasers
of the Notes an option to purchase up to an additional
$15,000,000 of Notes. The offering is expected to close
on November 17, 2006, subject to customary closing
conditions.
Neither the Notes nor the shares of common stock issuable
upon conversion of the Notes have been registered under
U.S. or state securities laws, and may not be offered
or sold in the United States absent registration or
an applicable exemption from registration requirements.This
press release shall not constitute an offer to sell
or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in
any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification
under the securities law of any such state.
Any statements contained
in this press release that relate to future plans,
events or performance, including the possible offering
of the securities described in this release, the timing
of such offering and the pricing and other terms associated
with such securities, are forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements
are subject to a number of risks and uncertainties
that could cause actual results to differ materially
from those described in the forward-looking statements.
These risks and uncertainties include, among others,
those relating to technology and product development,
integration of acquired businesses, market acceptance,
government regulation and regulatory approval processes,
intellectual property rights and litigation, dependence
on collaborative relationships, ability to obtain financing,
competitive products, industry trends and other risks
identified in deCODE’s filings with the Securities
and Exchange Commission. These documents may be examined
at public reference facilities maintained by the SEC
or accessed through the SEC's web site at http://www.sec.gov.
deCODE undertakes no obligation to update or alter
these forward-looking statements as a result of new
information, future events or otherwise.
