Millipore to Offer $550 Million Convertible Senior Notes.BILLERICA, Mass. -- Millipore Corporation For other uses, see Millipore. Millipore Corporation (NYSE: MIL) founded in 1954, listed among the S&P 500 since the early 1990s, is an international biosciences company, known widely for its micrometer pore-size filters and tests. (NYSE NYSE See: New York Stock Exchange : MIL) today announced that it intends, subject to market and other conditions, to offer $550 million aggregate principal amount of Convertible Senior Notes due 2026 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. Millipore intends to grant the initial purchasers a 13-day option to purchase up to an additional $82.5 million of the Convertible Senior Notes to cover over-allotments. The notes will be convertible, in certain circumstances, into a combination of cash and Millipore 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 Millipore common stock for the note's conversion value in excess of such principal amount. Millipore expects to use 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 of the notes to fund a portion of the merger consideration payable in connection with the consummation of its acquisition of Serologicals Corporation (Nasdaq: SERO SERO Southeast Regional Office SERO Sekundaerrohstoffe (recycling, former GDR) SERO Syringe Exchange Resources Online SERO System Engineering/Engineer Release Order SERO Site Emergency Response Organisation (nuclear) ), which it announced on April 25, 2006. Any remaining proceeds will be added to Millipore's working capital and will be used for general corporate purposes. The securities to be offered have not been registered under the Securities Act of 1933, as amended, or applicable securities laws, and until 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 the registration requirements of the Securities Act and applicable state securities laws. This press release shall 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 memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. . The notes and the shares of Millipore common stock issuable upon conversion 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 absent registration or an applicable exemption from registration requirements. Forward Looking Statements The matters discussed herein, including Millipore's intention to complete the notes offering, are based on current management expectations. Completion of the proposed notes offering is subject to market conditions and other factors. |
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