Avadel Pharmaceuticals Announces Proposed Exchangeable Senior Notes Offering
14 2월 2018 - 6:28AM
Avadel Pharmaceuticals plc (Nasdaq:AVDL) (“Avadel” or “the
Company”) today announced that its wholly-owned subsidiary, Avadel
Finance Cayman Limited (the “Issuer”), intends to offer, subject to
market and other conditions, $125,000,000 principal amount of
exchangeable senior notes due 2023 (the “Notes”) in a private
offering (the “Offering”) to qualified institutional buyers
pursuant to Rule 144A of the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Offering, the Issuer
expects to grant the initial purchasers of the Notes a 30-day
option to purchase up to an additional $18,750,000 principal amount
of Notes.
The Notes will be general unsecured obligations
of the Issuer, and will be fully and unconditionally guaranteed by
Avadel on a senior unsecured basis. Subject to satisfaction
of certain conditions and during certain periods, the Notes will be
exchangeable, at the option of the holders, into (i) American
Depositary Shares (“ADSs”), each of which represents one ordinary
share of Avadel, (ii) cash, or (iii) a combination of both ADSs and
cash at the Issuer’s election. The interest rate, initial exchange
price and certain other terms of the Notes will be determined at
the time of pricing of the Offering. The Notes will be issued in
minimum denominations of $200,000 and integral multiples of $1,000
in excess thereof.
Avadel currently intends to use the net proceeds
from the proposed Offering for working capital and general
corporate purposes. Avadel also expects to use cash on-hand
to purchase up to $20,000,000 of ADSs through the purchase of ADSs
concurrently with the pricing of the proposed Offering in privately
negotiated transactions effected with or through a representative
of the initial purchasers or an affiliate of such
representative.
The Issuer expects the purchase price per ADS
repurchased in such transactions to equal the closing sale price
per ADS on the date of the pricing of the Offering. These purchases
of ADSs could increase, or prevent a decrease in, the market price
of the ADSs concurrently with the pricing of the Notes, and could
result in a higher effective exchange price for the Notes.
The Notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. The Notes, Avadel’s guarantee thereof, and the ADSs, if
any, deliverable upon exchange thereof have not been and are not
expected to be 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.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the Notes, Avadel’s
guarantee thereof or any ADSs deliverable upon exchange thereof,
nor shall there be any sale of the Notes, Avadel’s guarantee
thereof or any ADSs deliverable upon exchange thereof in any state
or other jurisdiction in which such an offer, solicitation or sale
would be unlawful. Any offers will be made only pursuant to Rule
144A under the Securities Act, including by means of a confidential
offering memorandum.
About Avadel
Pharmaceuticals
Avadel Pharmaceuticals plc (Nasdaq:AVDL) is a
branded specialty pharmaceutical company committed to providing
solutions for overlooked and unmet medical needs through
patient-focused, innovative products. The Company is headquartered
in Dublin, Ireland with operations in St. Louis, Missouri and Lyon,
France.
Safe Harbor
This press release may include forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
including, but not limited to statements related to the proposed
Offering, including the expected principal amount and terms of the
Notes, and the expected use of the net proceeds from the proposed
Offering. The words “will,” “may,” “believe,” “expect,”
“anticipate,” “estimate,” “project” and similar expressions, and
the negatives thereof, identify forward-looking statements, each of
which speaks only as of the date the statement is made. Although we
believe that our forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business and
operations, our business is subject to significant risks and as a
result there can be no assurance that actual results of our
research, development and commercialization activities and our
results of operations will not differ materially from the results
contemplated in such forward-looking statements. These risks
include: (i) risks and uncertainties relating to the proposed
Offering, including: risks and uncertainties relating to market
conditions; whether the Issuer will be able to consummate the
proposed Offering at the anticipated size or on the anticipated
terms, or at all; the satisfaction of closing conditions related to
the proposed Offering; and risks related to the application of the
net proceeds, if any, from the proposed Offering; (ii) risks
relating to our license agreement with Serenity Pharmaceuticals,
LLC including: that consumer purchases of Noctiva are subject to
risks related to reimbursement from government agencies and other
third parties; that our internal analyses may overstate the market
opportunity in the United States for the drug desmopressin acetate
(the “Drug”) or we may not effectively exploit such market
opportunity; that significant safety or drug interaction problems
could arise with respect to the Drug; that we may not successfully
increase awareness of nocturia and the potential benefits of the
Drug; failures by the third-party supplier to deliver sufficient
quantities of the Drug would have a material adverse effect on our
business; that we may be unable to adequately protect or enforce
the intellectual property rights relating to the Drug; that the
costs to commercialize the Drug could exceed our estimates or such
costs may not provide the intended results; and that the need for
management to focus attention on the development and
commercialization of the Drug could cause our ongoing business
operations to suffer; and (iii) the other risks,
uncertainties and contingencies described in the Company's filings
with the U.S. Securities and Exchange Commission, including our
annual report on Form 10-K for the year ended December 31, 2016, in
particular under the captions “Forward-Looking Statements” and
“Risk Factors,” including without limitation: our dependence on a
small number of products and customers for the majority of our
revenues; the possibility that our Bloxiverz®,Vazculep® and Akovaz®
products, which are not patent protected, could face substantial
competition resulting in a loss of market share or forcing us to
reduce the prices we charge for those products; the possibility
that we could fail to successfully complete the research and
development for pipeline products we are evaluating for potential
application to the FDA pursuant to our “unapproved-to-approved”
strategy, or that competitors could complete the development of
such products and apply for FDA approval of such products before
us; the possibility that our products may not reach the commercial
market or gain market acceptance; our need to invest substantial
sums in research and development in order to remain competitive;
our dependence on certain single providers for development of
several of our drug delivery platforms and products; our dependence
on a limited number of suppliers to manufacture our products and to
deliver certain raw materials used in our products; the possibility
that our competitors may develop and market technologies or
products that are more effective or safer than ours, or obtain
regulatory approval and market such technologies or products before
we do; the challenges in protecting the intellectual property
underlying our drug delivery technologies and other products; and
our dependence on key personnel to execute our business plan.
Except as may be required by law, we disclaim any obligation to
publicly update any forward-looking statements to reflect events
after the date of this press release.
Contacts: |
Michael F. Kanan |
|
Chief Financial Officer |
|
Phone: (636) 449-1844 |
|
Email: mkanan@avadel.com |
|
|
|
Lauren Stival |
|
Sr. Director, Investor Relations & Corporate
Communications |
|
Phone: (636) 449-5866 |
|
Email: lstival@avadel.com |
Avadel Pharmaceuticals (NASDAQ:AVDL)
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Avadel Pharmaceuticals (NASDAQ:AVDL)
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