Printer Friendly

GENETICS INSTITUTE, INC. TO REDEEM CONVERTIBLE EXCHANGEABLE PREFERRED STOCK

 CAMBRIDGE, Mass., June 9 /PRNewswire/ -- Genetics Institute, Inc. (NASDAQ: GENIZ) today announced that it is calling for redemption of all outstanding shares of its $4.00 Convertible Exchangeable Preferred Stock. The redemption date will be July 15, 1993. As of May 31, 1993, there were outstanding 1,145,305 shares of Preferred Stock.
 The redemption price of the Preferred stock is $52.40 cash per share.
 As an alternative to redemption, holders of Preferred Stock have the right, until 5 p.m. Boston time on July 15, 1993, to convert shares of Preferred Stock into a combination of cash and Depositary Shares. Each Depositary Share represents one share of Common Stock of Genetics Institute, Inc. subject to a call option held by a subsidiary of American Home Products Corporation ("AHP Holdings") (NYSE: AHP) and evidenced by a depositary receipt. The amount of cash payable upon conversion of the shares of Preferred Stock is equal to $20 times the Conversion Factor. The Conversion Factor is the number (rounded to the nearest 1/100) determined by multiplying the number of shares surrendered for conversion by 50 and then dividing such product by 35. The number of Depositary Shares issuable upon conversion of shares of Preferred Stock is equal to six-tenths (0.6) times the Conversion Factor. No fractional Depositary Shares will be issued, but instead, the fair market value of the fractional Depositary Share will be paid in cash.
 Based on the last reported sale price of the Depositary Shares on the NASDAQ National Market System, on June 8, 1993, the market value of the Depositary Shares issuable upon conversion of the Preferred Stock, together with the cash payable, would be $55.57 per share. (Due to rounding, such per share amount may vary slightly if a stockholder holds more or less than 100 shares of Preferred Stock.) The redemption price for each share of Preferred Stock is $52.40. So long as the market price of the Depositary Shares is greater than $27.80, the value of the cash payable and Depositary Shares issuable upon conversion of a share of Preferred Stock will be greater than the redemption price.
 The company also announced that the regular quarterly dividend of $1.00 per share for the period ending July 15, 1993 will be paid on July 15, 1993 to holders of record of Preferred Stock on July 1, 1993. Such quarterly dividend will be paid to all record holders of shares of Preferred Stock on July 1, 1993, regardless of whether such shares of Preferred Stock are subsequently converted or redeemed. A holder of Preferred Stock who sells its shares or surrenders them for conversion prior to July 1, 1993 would not be entitled to receive such dividend. Unless otherwise indicated by the holder, all certificates representing shares of Preferred Stock surrendered for conversion and received by the company's agent, The First National Bank of Boston prior to July 15, 1993 will be deemed surrendered on July 15, 1993.
 Genetics Institute, Inc. has entered into a stand-by purchase agreement with AHP Holdings pursuant to which AHP Holdings has agreed, subject to certain conditions, to purchase from the company, at a purchase price of $29.93 per share, the number of shares of Common Stock which would provide the company with the funds necessary to pay the aggregate redemption price for all shares of Preferred Stock surrendered for redemption. In addition, pursuant to the 1991 merger agreement between American Home Products Corporation and the company, AHP Holdings will purchase from the company, at a purchase price of $50 per share, that number of shares of Common Stock of the company sufficient to fund the aggregate cash payment resulting from the conversion of shares of Preferred Stock. As of April 30, 1993, AHP Holdings owned approximately 67% of the outstanding Common Stock of the company.
 The company stated that the details concerning terms and conditions of redemption or conversion are fully described in a Notice of Redemption and Termination of Conversion Right and Prospectus to be mailed to holders of Preferred Stock on or about June 11, 1993, subject to the effectiveness of a related registration statement filed with the SEC. Redemption and conversion transactions will be handled by The First National Bank of Boston.
 Genetics Institute is a leading biopharmaceutical firm engaged in the discovery and development of human pharmaceuticals through recombinant DNA and other technologies. The company has a diversified portfolio of licensed and proprietary products at various stages of development, including treatments for anemia, hemophilia, cancer, bone damage, heart disease, inflammatory conditions, and immune system disorders.
 American Home Products Corporation holds a majority interest in Genetics Institute. AHP is a world leader in the marketing and manufacturing of prescription drugs, medical supplies, diagnostics, over-the-counter medicines and food products.
 -0- 6/9/93
 /CONTACT: Dennis Harp or Gina Brazier of Corporate Communications at Genetics Institute, 617-876-1170/
 (GENIZ AHP)


CO: Genetics Institute, Inc.; American Home Products Corp. ST: Massachusetts IN: MTC SU: OFR

CM -- NE004 -- 6874 06/09/93 08:58 EDT
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Jun 9, 1993
Words:839
Previous Article:IMMUNOGEN, INC. NAMES ROBERT J. CONNAUGHTON, JR., GENERAL COUNSEL
Next Article:AILEEN, INC. REPORTS MAY SAME-STORE SALES
Topics:


Related Articles
GENETICS INSTITUTE SHARES NOW TRADING UNDER NEW NASDAQ SYMBOL -- GENIZ
CALGENE CALLS CONVERTIBLE PREFERRED STOCK FOR REDEMPTION
CALGENE ISSUES COMMON SHARES UPON CONVERSION OF PREFERRED STOCK
CYTOGEN CORPORATION ANNOUNCES RESULTS OF REDEMPTION OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
TIME WARNER REPORTS RESULTS
TIME WARNER TO REDEEM REMAINING SHARES OF PREFERRED STOCK
GENETICS INSTITUTE ANNOUNCES PROCEDURES FOR GUARANTEED DELIVERY OF SHARES WITH REDEMPTION OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
GENETICS INSTITUTE REPORTS 1993 FINANCIAL RESULTS
TATHAM OFFSHORE, INC. ANNOUNCES SALE OF SERIES A 12 PERCENT CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
Targeted Genetics Reports Third Quarter 1999 Financial Results.

Terms of use | Copyright © 2016 Farlex, Inc. | Feedback | For webmasters