Abgenix Announces Pricing of Private Offering of Convertible Senior Notes.FREMONT, Calif. -- Abgenix, Inc. (Nasdaq:ABGX) today announced it has priced its previously announced private placement under Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. in an aggregate principal amount of $225 million of its Convertible Senior Notes due 2011. In addition, the company has granted the initial purchasers of the notes an option to purchase up to an additional $75 million principal amount of notes. The notes will be convertible into common stock of the company at a conversion rate of 78.0153 shares per $1,000 principal amount of notes (representing an initial conversion price of approximately $12.82 per share) and will accrue To increase; to augment; to come to by way of increase; to be added as an increase, profit, or damage. Acquired; falling due; made or executed; matured; occurred; received; vested; was created; was incurred. interest at an annual rate of 1.75 percent. The notes will mature in December 2011 and will be redeemable at the company's option beginning in December 2009. The transaction is expected to close on December 21, 2004. The closing is subject to customary closing conditions. Abgenix intends to use a portion of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the offering from time to time to retire a portion of its outstanding Convertible Subordinated Notes due March 15, 2007. Abgenix expects to use the remaining proceeds of the offering for research and development, capital expenditures, working capital and other corporate purposes. The securities to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. Abgenix's statements in this press release that are not historical facts and that relate to future plans or events are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements include Abgenix's intention to raise proceeds through the offering and sale of convertible senior notes, the intended use of proceeds and the anticipated terms of such notes. There can be no assurance that Abgenix will complete the offering on the anticipated terms or at all. Abgenix's ability to complete the offering will depend, among other things, on market conditions. In addition, Abgenix's ability to complete this offering and Abgenix's business are subject to the risks described in Abgenix's quarterly report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended September 30, 2004 and annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2003, which have been filled with the Securities and Exchange Commission. Abgenix is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements. |
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