Connetics Commences Convertible Senior Notes Consent Solicitations.PALO ALTO Palo Alto, city, California Palo Alto (păl`ō ăl`tō), city (1990 pop. 55,900), Santa Clara co., W Calif.; inc. 1894. Although primarily residential, Palo Alto has aerospace, electronics, and advanced research industries. , Calif. -- Connetics Corporation (Nasdaq:CNCT CNCT Connect CNCT Certified Network Computer Technician ), a specialty pharmaceutical company that develops and commercializes dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. products, today announced that it is soliciting consents from the holders of record at the close of business on July 7, 2006 of its outstanding 2.25% Convertible Senior Notes due May 30, 2008 (the "2008 Notes") and its 2.00% Convertible Senior Notes due March 30, 2015 (the "2015 Notes" and, together with the 2008 Notes, the "Notes") to an amendment and waiver of certain reporting requirements in the indentures governing such Notes. The terms and conditions of the consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with are described in the Consent Solicitation Statement, dated July 10, 2006 (the "Consent Solicitation Statement"), a copy of which is attached as an exhibit to a Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. filed by the Company with the Securities and Exchange Commission (the "SEC") today. The indentures require the Company to file with the trustee of the Notes all documents and reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, within 15 days after they are required to be filed with the SEC. On May 3, 2006, the Company announced it had determined that its rebate reserves as of the end of 2005 were understated. As a result, the Company announced that it would restate certain historical financial statements. On May 30, 2006, Connetics received a notice of default from persons claiming to hold more than 25% of the aggregate principal amount of its outstanding 2008 Notes and on May 26, 2006, Connetics received a notice of default from persons claiming to hold more than 25% of the aggregate principal amount of its outstanding 2015 Notes, in each case due to its failure to file its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2006 within the time periods required by the indentures. Connetics has delayed filing this Quarterly Report with the SEC until it has filed its restated 2005 financial statements. The proposed amendments to the indentures provide the Company with additional time to comply with these reporting requirements and require consent of the holders of a majority in aggregate principal amount of the outstanding 2008 Notes or 2015 Notes, as applicable. If the proposed amendments are approved, Connetics will not be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to furnish financial reports under the indentures so long as the 2008 Notes or 2015 Notes, as applicable, are accruing the special interest described below. Also, Connetics will not be obligated to make any further filings or furnish any additional reports or information pursuant to the indentures' reporting provisions with respect to any period ended on or prior to December 31, 2005. The proposed amendments also include a waiver of all defaults and events of default under the indentures' reporting requirements. Connetics will make cash payments to consenting holders of 2008 Notes of (i) $2.50 per $1,000 in aggregate principal amount of 2008 Notes held by such consenting holders, upon or promptly following execution of the supplemental indenture for the 2008 Notes, and (ii) an additional $10.00 per $1,000 in aggregate principal amount of 2008 Notes held by such consenting holders, if it has not filed an amendment to its 2005 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. containing restated financial statements, and its quarterly report for the quarter ended March 31, 2006, by the close of business on July 29, 2006. Connetics will also make cash payments to consenting holders of 2015 Notes of (i) $10.00 per $1,000 in aggregate principal amount of 2015 Notes held by such consenting holders, upon or promptly following execution of the supplemental indenture governing the 2015 Notes, and (ii) an additional $30.00 per $1,000 in aggregate principal amount of 2015 Notes held by such consenting holders, if it has not filed an amendment to its 2005 Form 10-K containing restated financial statements, and its quarterly report for the quarter ended March 31, 2006, by the close of business on July 25, 2006. In addition, Connetics will pay an additional 2.50% per annum Per annum Yearly. in special interest on the 2008 Notes and an additional 3.0% per annum in special interest on the 2015 Notes, in each case from execution of the applicable supplemental indenture to the date on which Connetics files an amendment to its 2005 Form 10-K containing restated financial statements, and required quarterly reports on Form 10-Q. Only registered holders of 2008 Notes or 2015 Notes on the July 7, 2006 record date who validly deliver, and do not revoke, consents prior to 5:00 p.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on July 19, 2006, the expiration of the consent solicitation, will be eligible to receive the consent payments described above. However, following execution of the supplemental indentures, all holders of the applicable Notes will be entitled to receive special interest. The consent solicitation with respect to the 2008 Notes is not conditioned upon receipt by Connetics of the requisite consents for the 2015 Notes, and the consent solicitation with respect to the 2015 Notes is not conditioned upon receipt by Connetics of the requisite consent for the 2008 Notes. The consent solicitation with respect to the 2008 Notes or the 2015 Notes may be extended or terminated by Connetics at its option. The Company has retained Goldman, Sachs & Co. to serve as the Solicitation Agent and Global Bondholder Service Corporation to serve as Information Agent and Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the consent solicitation. Requests for documents may be made directly to Global Bondholder Services Corporation by telephone at (866) 873-6300 (toll free) or (212) 430-3774 (banks and brokers), or in writing at 65 Broadway Suite 723, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10006, Attention: Corporate Actions. Questions regarding the solicitation of consents may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-7867 (collect), Attention: Credit Liability Management Group. This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The consent solicitation is being made solely pursuant to the Consent Solicitation Statement dated July 10, 2006. About Connetics Connetics Corporation is a specialty pharmaceutical company focused on the development and commercialization of innovative therapeutics for the dermatology market. Connetics has branded its proprietary foam drug delivery vehicle VersaFoam(R). The Company's marketed products are OLUX(R) (clobetasol propionate clobetasol propionate (klōbā´t Eczema is a general term used to describe a variety of conditions that cause an itchy, inflamed skin rash. Atopic dermatitis, a form of eczema, is a non-contagious disorder characterized by chronically inflamed skin and ; Primolux(TM) (clobetasol propionate) VersaFoam-EF, 0.05%, a super high-potency topical steroid formulation to treat atopic dermatitis and plaque psoriasis psoriasis (sôrī`əsĭs), occasionally acute but usually chronic and recurrent inflammation of the skin. The exact cause is unknown, but the disease appears to be an inherited, possibly autoimmune disorder that causes the ; Extina(R) (ketoconazole ketoconazole /ke·to·co·na·zole/ (ke?to-kon´ah-zol) a derivative of imidazole used as an antifungal agent. ke·to·co·na·zole n. ) VersaFoam-HF, 2%, to treat seborrheic dermatitis Seborrheic Dermatitis Definition Seborrheic dermatitis is a common inflammatory disease of the skin characterized by scaly lesions usually on the scalp, hairline, and face. and Velac(R) (a combination of 1% clindamycin and 0.025% tretinoin tretinoin /tret·i·noin/ (tret´i-noin?) the all-trans stereoisomer of retinoic acid, used as a topical keratolytic in the treatment of acne vulgaris and disorders of keratinization and administered orally in the treatment of acute ) Gel, for treating acne. Connetics' product formulations are designed to improve the management of dermatological dermatological, dermatologic pertaining to dermatology; of or affecting the skin. diseases and provide significant product differentiation Product Differentiation A source of competitive advantage that depends on producing some item that is regarded to have unique and valuable characteristics. . In Connetics' marketed products, these formulations have earned wide acceptance by both physicians and patients due to their clinical effectiveness, high quality and cosmetic elegance. For more information about Connetics and its products, please visit www.connetics.com. Forward Looking Statements Except for historical information, this press release includes "forward-looking statements" 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. In particular, there can be no assurances as to when Connetics will be able to complete its restatement and file restated financial statements with the Securities and Exchange Commission, as well as its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, or the potential effects of any delays in such filings. Statements included in this press release about Connetics' convertible notes, the consent solicitation and the proposed amendments to the indentures, and Securities and Exchange Commission filings are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond Connetics' control, and which could cause actual results or events to differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks and other factors that are discussed in documents filed by Connetics with the Securities and Exchange Commission from time to time, including Connetics' Annual Report on Form 10-K for the year ended December 31, 2005. In addition, the restatement may require more time than anticipated to complete, and there can be no assurance that the restatement will be completed, and the Form 10-Q the quarter ended March 31, 2006 filed with the Securities and Exchange Commission, prior to an Event of Default occurring under the indentures governing the Notes. Forward-looking statements represent the judgment of the Company's management as of the date of this release, and Connetics disclaims any intent or obligation to update any forward-looking statements. Press Release Code: (CNCT-G) |
|
||||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion