Illumina Closes $400 Million Convertible Senior Notes.Company Repurchases Approximately $202 Million in Common Stock SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. -- Illumina (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 : ILMN) today announced the closing of $400 million principal amount of 0.625% Convertible Senior Notes due 2014 through offerings to qualified institutional buyers pursuant to 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 of 1933, as amended (the "Securities Act"). This includes the exercise of the underwriters' over-allotment option to purchase an additional $50 million of notes. The notes will pay interest semiannually at a rate of 0.625% percent per annum Per annum Yearly. . The notes will be convertible under certain circumstances into a combination of cash and Illumina common stock. In general, upon conversion, the holder of each note would receive the conversion value of the note payable in cash up to the principal amount of the note and Illumina common stock for the note's conversion value in excess of such principal amount based on a conversion rate of 22.9029 shares of common stock per $1,000 principal amount of the notes, which is equal to a conversion price of approximately $43.66 per share. 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 this offering were approximately $390.3 million after deducting estimated discounts, commissions and expenses. Illumina used approximately $202 million of the net proceeds from this offering to purchase shares of its common stock in privately negotiated transactions concurrently with this offering. In addition, approximately $46.6 million of the proceeds from the transactions was used to fund the net cost of the convertible note hedge transactions and warrant transactions that Illumina entered into with the initial purchasers of the notes and/or their affiliates. Illumina intends to use the balance of the net proceeds for other general corporate purposes, which may include acquisitions and additional purchases of our common stock. Taken together, the convertible note hedge and warrant transactions reduce the potential dilution potential dilution The decrease in the proportional equity position of a share of stock that will occur eventually if additional authorized shares are actually issued. upon conversion of the notes. The warrants have an exercise price of $62.87 per share, representing an 80% premium based on the closing price of $34.93 per share on February 12, 2007. Illumina has been advised that, in connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the counterparties to those transactions or their affiliates have entered into various derivative transactions with respect to Illumina's common stock concurrently with or shortly after the pricing of the notes. These activities could have had the effect of increasing or preventing a decline in the price of Illumina's common stock concurrently with or following the pricing of the notes. The counterparties or their affiliates may also enter into or unwind various transactions with respect to Illumina's common stock and purchase or sell Illumina's common stock in secondary market transactions following the pricing of the notes (and are likely to do so during any observation period relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the conversion of notes), which may adversely affect the value of Illumina's common stock. This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular Offering Circular An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue. Notes: An offering circular allows investors to access information regarding a new issue. . The securities and the shares of Illumina common stock issuable upon conversion or exercise of the securities have not been registered under the Securities Act or the securities laws of any other jurisdiction and 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. absent registration or an applicable exemption from registration requirements. About Illumina Illumina (www.illumina.com) is developing next-generation tools for the large-scale analysis of genetic variation and function. "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 under 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: This release may contain forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are the costs and outcome of Illumina's litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. with Affymetrix, our ability to effectively integrate our recent acquisition of Solexa, Inc., Illumina's ability to further develop and commercialize its BeadArray technologies and to deploy new gene expression and genotyping products and applications for its platform technology, Illumina's ability to manufacture robust Sentrix[R] arrays and Oligator[R] oligonucleotides, Illumina's ability to scale and integrate CyVera technology, and other factors detailed in the Company's filings with the Securities and Exchange Commission including its recent filings on Forms 10-K and 10-Q or in information disclosed in public conference calls, the date and time of which are released beforehand. Illumina disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. |
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