BRISBANE, Calif.--(BUSINESS WIRE)--
Innoviva, Inc. (NASDAQ: INVA) (the "Company" or "Innoviva") today
announced the pricing of $175 million aggregate principal amount of the
Company's 2.50% convertible senior notes due 2025 (the "Notes"). The
Notes will be sold in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Act").The Company also granted the initial purchasers of
the Notes a 30-day option to purchase up to an additional $17.5 million
aggregate principal amount of additional Notes. The offering is expected
to close on August 7, 2017, subject to satisfaction of customary closing
conditions.
The Notes will mature on August 15, 2025, unless earlier converted or
repurchased in accordance with their terms. The Notes will be unsecured,
senior obligations of Innoviva, and will accrue interest at a rate of
2.50% per annum, payable semi-annually in arrears on February 15 and
August 15 of each year, beginning on February 15, 2018.
The Notes will be convertible, based on the applicable conversion rate,
into cash, shares of the Company's common stock or a combination
thereof, at the Company's election. The initial conversion rate for the
Notes is 57.9240 shares of the Company's common stock per $1,000
principal amount of the Notes (which is equivalent to an initial
conversion price of approximately $17.26 per share), representing a
30.0% conversion premium over the last reported sale price of Company's
common stock on August 1, 2017, which was $13.28 per share. The
conversion rate is subject to customary anti-dilution adjustments in
certain circumstances. Prior to February 15, 2025, the Notes will be
convertible at the option of the holders only upon the occurrence of
specified events and during certain periods. From, and including,
February 15, 2025, until the close of business on the second scheduled
trading day immediately preceding the maturity date, the Notes will be
convertible at any time.
Gross proceeds from the sale of the Notes are expected to be $175
million, excluding fees and expenses related to the offering of the
Notes and any exercise of the initial purchasers' option to purchase
additional Notes. The Notes were sold in connection with the Company's
previously announced plan to fully refinance its 9.0% Fixed Rate Term
Notes due 2029 (the "2029 Notes"). The Company intends to use the net
proceeds from the sale of the initial $175 million aggregate principal
amount of Notes in this offering to (i) redeem on the next interest
payment date of August 15, 2017 a portion of the principal outstanding
under the 2029 Notes and (ii) repurchase shares of its common stock
concurrently with the pricing of this offering, for approximately $17.5
million, in privately negotiated transactions effected through one of
the initial purchasers or its affiliate, as Innoviva's agent.
Repurchases of common stock effected concurrently with the offering may
have affected or may affect the market price of Innoviva's common stock.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful. The Notes and the shares of the
Company's common stock issuable upon conversion of the Notes, if any,
will not be registered under the Act or any state securities laws, and
unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of
the Act and applicable state laws.
About Innoviva
Innoviva is focused on bringing compelling new medicines to patients in
areas of unmet need by leveraging its significant expertise in the
development, commercialization and financial management of
bio-pharmaceuticals. Innoviva's portfolio is anchored by the respiratory
assets partnered with Glaxo Group Limited (GSK), including RELVAR®/BREO®
ELLIPTA® and ANORO® ELLIPTA®, which were jointly developed by Innoviva
and GSK. Under the agreement with GSK, Innoviva is eligible to receive
associated royalty revenues from RELVAR®/BREO® ELLIPTA® and ANORO®
ELLIPTA®. In addition, Innoviva retains a 15 percent economic interest
in future payments made by GSK for earlier-stage programs partnered with
Theravance BioPharma, Inc., including the closed triple combination
therapy for COPD.
ANORO®, RELVAR®, BREO® and ELLIPTA® are trademarks of the
GlaxoSmithKline group of companies.
Cautionary Note on Forward-Looking Statements
To the extent that statements contained in this press release are not
descriptions of historical facts, they are forward-looking statements
reflecting the current beliefs and expectations of management made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements
include any statements regarding Innoviva's completion of the offering,
the completion of the repurchase of common stock, Innoviva's anticipated
use of proceeds, Innoviva's ability to redeem all of the principal of
its 2029 Notes and any other statements containing the words
"anticipate," "believe," "estimate," "expect," "intend," "may," "plan,"
"predict," "project," "target," "potential," "will," "would," "could,"
"should," "continue," and similar expressions. Such forward-looking
statements involve substantial risks and uncertainties that could cause
the Company's future results, performance or achievements to differ
significantly from those expressed or implied by the forward-looking
statements. The Company undertakes no obligation to update or revise any
forward-looking statements. Forward-looking statements should not be
relied upon as representing the Company's views as of any date
subsequent to the date hereof. For a further description of the risks
and uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks relating
to the Company's business in general, see the "Risk Factors" section of
the Company's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission ("SEC") on Form 10-K for the year ended December
31, 2016 and Innoviva's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2017, which are on file with the SEC and available on
the SEC's website at www.sec.gov.
In addition to the risks described above and in Innoviva's other filings
with the SEC, other unknown or unpredictable factors also could affect
Innoviva's results. Past performance is not necessarily indicative of
future results. No forward-looking statements can be guaranteed and
actual results may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. The information in this press release is
provided only as of the date hereof, and Innoviva assumes no obligation
to update its forward-looking statements on account of new information,
future events or otherwise, except as required by law.
Trademark reference: Innoviva and the Innoviva logo are registered
trademarks or trademarks of Innoviva, Inc. or its affiliates in the
United States and/or other countries. All other trademarks referenced
herein are the property of their respective owners.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170801006850/en/
Innoviva, Inc.
Eric d'Esparbes
Sr. Vice President and Chief
Financial Officer
650-238-9640
investor.relations@inva.com
Source: Innoviva, Inc.
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