BOSTON, May 21, 2024 /PRNewswire/ -- Haemonetics
Corporation ("Haemonetics") (NYSE: HAE) today announced its
intention to offer, subject to market and other conditions,
$525,000,000 aggregate principal
amount of Convertible Senior Notes due 2029 (the "notes") in a
private offering (the "offering") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). Haemonetics also expects to grant the
initial purchasers of the notes an option to purchase up to an
additional $75,000,000 aggregate
principal amount of the notes.
The notes will be senior, unsecured obligations of Haemonetics,
will accrue interest payable semi-annually in arrears, and will
mature on June 1, 2029, unless
earlier repurchased, redeemed or converted. Noteholders will have
the right to convert their notes in certain circumstances and
during specified periods. Haemonetics will settle any conversion
amounts of the notes up to the $1,000
principal amount of the notes in cash, and any conversion amounts
in excess of the principal amount in cash, shares of Haemonetics'
common stock or a combination thereof, at Haemonetics' election.
The final terms of the notes, including the initial conversion
price, interest rate and certain other terms of the notes, will be
determined at the time of pricing.
Haemonetics intends to use the net proceeds from the offering to
fund the cost of entering into the capped call transactions
described below and to use the remainder of the proceeds for
working capital and other general corporate purposes, which may
include the repayment and/or repurchase of indebtedness. If the
initial purchasers exercise their option to purchase additional
notes, then Haemonetics intends to use a portion of the additional
net proceeds to fund the cost of entering into additional capped
call transactions as described below and the remainder for working
capital and other general corporate purposes.
In connection with the pricing of the notes, Haemonetics expects
to enter into privately negotiated capped call transactions with
certain financial institutions (the "option counterparties").
The capped call transactions are expected to cover, subject to
anti-dilution adjustments substantially similar to those applicable
to the notes, the number of shares of Haemonetics' common stock
initially underlying the notes. If the initial purchasers exercise
their option to purchase additional notes, Haemonetics expects to
enter into additional capped call transactions with the option
counterparties. The capped call transactions are expected generally
to reduce or offset the potential dilution to Haemonetics' common
stock upon any conversion of the notes and/or to offset any
potential cash payments Haemonetics is required to make in excess
of the principal amount of the converted notes, as the case may be,
with such reduction and/or offset subject to a cap.
Haemonetics expects that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates will enter into
various derivative transactions with respect to Haemonetics' common
stock and/or purchase shares of Haemonetics' common stock
concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Haemonetics' common stock or the notes at that
time.
In addition, Haemonetics expects the option counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivatives with respect to
Haemonetics' common stock and/or purchasing or selling Haemonetics'
common stock or other securities of Haemonetics in secondary market
transactions following the pricing of the notes and from time to
time prior to the maturity of the notes (and are likely to do so
following any conversion of the notes, any repurchase of the notes
by us on any fundamental change repurchase date, any redemption
date or any other date on which the notes are retired by
Haemonetics, in each case if Haemonetics exercises its option to
terminate the relevant portion of the capped call transactions,
where such termination is at its option).This activity could also
cause or avoid an increase or a decrease in the market price of
Haemonetics' common stock or the notes, which could affect a
noteholder's ability to convert the notes, and, to the extent the
activity occurs during any observation period related to a
conversion of the notes, it could affect the number of shares, if
any, and value of the consideration that noteholders will receive
upon conversion of the notes.
The notes will be sold only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and any shares of
common stock issuable upon conversion of the notes have not been,
and will not be, registered under the Securities Act or any other
securities laws, and unless so registered, the notes and any such
shares cannot be offered or sold except pursuant to an applicable
exemption from, or in a transaction not subject to, such
registration requirements. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any offer or sale of the
notes or any such shares, in any state or other jurisdiction in
which such offer, sale or solicitation would be unlawful.
About Haemonetics
Haemonetics (NYSE: HAE) is a global healthcare company dedicated
to providing a suite of innovative medical products and solutions
for customers, to help them improve patient care and reduce the
cost of healthcare. Our technology addresses important medical
markets: blood and plasma component collection, the surgical suite,
and hospital transfusion services.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements,
including, among other things, statements regarding the completion,
timing and size of the proposed offering, the terms of the notes
and the capped call transactions, the expected use of proceeds,
expectations regarding actions of the option counterparties and
their respective affiliates, and repurchase transactions. In
addition, other written or oral statements that constitute
forward-looking statements may be made by Haemonetics or on its
behalf. Words such as "expect," "anticipate," "intend," "plan,"
"believe," "could," "should," "estimate," "may," "target,"
"project," or variations of such words and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements represent the current expectations of
Haemonetics regarding future events and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those implied by the forward-looking
statements. Among those risks and uncertainties are (i) the
risk that the offering will not be consummated, (ii) changes as a
result of market conditions, including market interest rates, (iii)
fluctuations in the trading price and volatility of Haemonetics'
common stock, (iv) the risk that the capped call transactions will
not become effective, (v) whether and on what terms Haemonetics may
repay and/or repurchase indebtedness, (vi) unanticipated uses of
capital, (vii) the impact of general economic, industry or
political conditions in the United
States or internationally, and (viii) risks relating to
Haemonetics' business, including those described in Haemonetics'
Annual Report on Form 10-K for the year ended March 30, 2024 and other filings with the U.S.
Securities and Exchange Commission. The forward-looking
statements included in this press release speak only as of the date
of this press release, and Haemonetics does not undertake to update
the statements included in this press release for subsequent
developments, except as may be required by law.
Investor
Contacts:
|
|
Olga Guyette, Sr.
Director-Investor Relations & Treasury
|
David Trenk,
Manager-Investor Relations
|
(781)
356-9763
|
(203)
733-4987
|
olga.guyette@haemonetics.com
|
david.trenk@haemonetics.com
|
|
|
Media
Contact:
|
|
Josh Gitelson,
Director-Global Communications
|
|
(781)
356-9776
|
|
josh.gitelson@haemonetics.com
|
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/haemonetics-announces-proposed-convertible-senior-notes-offering-302151945.html
SOURCE Haemonetics Corporation