Aspect Medical Prices Private Offering of $110 Million of 2.5% Convertible Senior Notes.NORWOOD, Mass. -- Aspect Medical Systems, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ASPM ASPM Abnormal Spindle-Like Microcephaly Associated ASPM Asociación del Secretariado Profesional de Madrid (Spanish: Association of the Professional Secretaryship of Madrid) ASPM Armed Services Procurement Regulation Manual ) today announced that it has priced its previously announced private placement of $110 million aggregate principal amount of 2.5% convertible senior notes due 2014 to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. . Aspect Medical has granted the initial purchaser of the notes an option to purchase up to an additional $15 million principal amount of notes. The notes will pay interest semi-annually at a rate of 2.5% per annum Per annum Yearly. . The notes will be convertible under certain circumstances into shares of Aspect Medical's common stock at an initial conversion rate of 52.4294 shares per $1,000 principal amount of notes. This is equivalent to an initial conversion price of $19.07 per share, which represents a conversion premium of approximately 22.5% based on the closing price of $15.57 of Aspect Medical's common stock on June 14, 2007 on the NASDAQ Global Market. If Aspect Medical obtains shareholder approval, it may irrevocably elect to net share settle conversions of the notes in accordance with the terms of the notes, which would generally require Aspect Medical to deliver cash for the principal amount of the notes and shares of common stock for the notes' conversion value in excess of the principal amount. The sale of the notes is expected to close on June 20, 2007, subject to customary closing conditions. Aspect Medical expects 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). from the offering to repurchase approximately 2,000,000 additional shares of its common stock (the "Option Shares") from Boston Scientific The Boston Scientific Corporation (NYSE: BSX) (abbreviated BSC), is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a range of interventional medical specialties, including interventional cardiology, peripheral interventions, Corporation upon exercise of a portion of its option to purchase shares of its common stock held by Boston Scientific. This option was granted by Boston Scientific in connection with the previously announced termination and repurchase agreement Repurchase agreement An agreement with a commitment by the seller (dealer) to buy a security back from the purchaser (customer) at a specified price at a designated future date. that Aspect Medical entered into with Boston Scientific Corporation on June 11, 2007. Aspect Medical repurchased 2,000,000 shares of its common stock from Boston Scientific Corporation on June 13, 2007 under the termination and repurchase agreement, leaving it with 4,013,239 shares of Aspect Medical common stock. Under the terms of the option, Aspect Medical has the right to purchase the approximately 4,000,000 remaining shares of Aspect Medical common stock held by Boston Scientific at a purchase price per share equal to the greater of (i) $15 and (ii) the average of the closing prices of Aspect Medical's common stock as reported on the NASDAQ Global Market for the 10 consecutive trading days up to and including the date of the exercise of such option by Aspect Medical. Assuming Aspect Medical purchases the Option Shares at a purchase price of $15.57 per share, which was the closing price of Aspect Medical's common stock on June 14, 2007 on the NASDAQ Global Market, it would use approximately $31.1 million of the net proceeds of the offering to purchase such shares. In addition, Aspect Medical plans to use a portion of the net proceeds from the offering to purchase up to an additional 1,000,000 shares of its common stock in privately negotiated transactions concurrently with this offering. Aspect Medical intends to use the remaining net proceeds for general corporate purposes which may include purchases of the balance of the shares of its common stock owned by Boston Scientific, investments in its neuroscience neu·ro·sci·ence n. Any of the sciences, such as neuroanatomy and neurobiology, that deal with the nervous system. neuroscience the embryology, anatomy, physiology, biochemistry and pharmacology of the nervous system. program and acquiring, licensing or investing in complementary businesses, technologies or products. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. The convertible notes have been offered only to qualified institutional buyers in reliance on 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. under the Securities Act. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act, or any state securities laws. Unless so registered, the notes and the common stock issuable upon conversion of the notes 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. or any state or to any U.S. person except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This news release includes "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 information relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc future expectations of Aspect Medical Systems, Inc (including its plans to close the offering of notes and its planned use of proceeds). Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "believes," "plans," "may," "will," "continue," similar expressions, and variations or negatives of these words. All such statements are subject to certain risks and uncertainties that could cause actual results to differ materially and adversely from those projected, and may affect future operating results, financial position and cash flows. These risks and uncertainties include, but are not limited to: a failure of any of the purchasers' conditions to close the purchase of the notes or other unexpected events that lead to a failure to complete the offering and sale of the notes at all or on the terms or the schedule described above, global economic and market conditions, the market for Aspect Medical's securities and other risks detailed from time to time in Aspect Medical's filings with the SEC. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise except as required by law. |
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