Business Services Industry
IVAX Corporation Announces Pricing of $350 Million of 1.5% Senior Convertible Notes Due 2025
Business Wire, May 4, 2005
MIAMI -- IVAX Corporation (AMEX:IVX) (LSE:IVX.L) (WSE:IVX) announced today the pricing of $350 million of its 1.5% senior convertible notes due 2025 and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company has also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $50 million of the notes, solely to cover overallotments, if any. The sale of the notes is expected to close on May 9, 2005.
Under certain circumstances, the notes will be convertible into cash and, if applicable, shares of IVAX' common stock at an initial conversion rate of 44.0009 shares per $1,000 principal amount of these notes, subject to adjustment (equal to an initial conversion price of approximately $22.73 per share). In general, upon conversion, the holder of each note will receive the conversion value of the note payable in cash up to the principal amount of the note and common stock of the Company for the notes' conversion value in excess of such principal amount.
Beginning with the six-month period commencing on May 15, 2012, the Company will pay contingent interest on the notes during a six-month period if the average trading price of the notes is above a specified level. In addition, holders of the notes may require the Company to repurchase the notes on each of May 15, 2012, May 15, 2015 and May 15, 2020 and upon certain specified events.
IVAX plans to use the net proceeds for general corporate purposes, including the proposed acquisition of PSI Holdings, Inc., the parent company of Phoenix Scientific, Inc., a veterinary pharmaceutical company.
This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
IVAX Corporation, headquartered in Miami, Florida, discovers, develops, manufactures, and markets branded and brand equivalent (generic) pharmaceuticals and veterinary products in the U.S. and internationally.
Copies of this and other news releases may be obtained free of charge from IVAX' website at http://www.ivax.com.
Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. When used in this press release and in any documents incorporated by reference herein, the words "may," "plans," "will" and similar expressions identify certain of such forward-looking statements. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of IVAX Corporation and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company's control. These include, but are not limited to, risks and uncertainties associated with: our ability to consummate the offering; our ability to consummate the acquisition of PSI Holdings, Inc.; the impact of economic, competitive, and other factors affecting the Company and its operations; and other risk factors detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing factors are not exclusive.
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