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InterMune Announces Pricing of Concurrent Public Offerings of $105,000,000 Principal Amount of Convertible Senior Notes and



  InterMune Announces Pricing of Concurrent Public Offerings of $105,000,000
 Principal Amount of Convertible Senior Notes and 13,500,000 Shares of Common
                                    Stock

PR Newswire

BRISBANE, Calif., Jan. 16, 2013

BRISBANE, Calif., Jan. 16, 2013 /PRNewswire/ -- InterMune, Inc. (Nasdaq: ITMN)
today announced that it has agreed to sell an aggregate of $105,000,000
principal amount of its 2.50% convertible senior notes due 2017 and 13,500,000
shares of its common stock at a price to the public of $9.90 per share in
concurrent underwritten public offerings.  InterMune has granted the
underwriters 30-day options to purchase up to an additional $15,750,000
aggregate principal amount of convertible senior notes and up to an additional
2,025,000 shares of common stock in connection with the offerings.  InterMune
estimates aggregate net proceeds from the concurrent offerings to be
approximately $228.1 million (assuming no exercise of the underwriters'
options to purchase additional convertible senior notes and shares of common
stock), after deducting underwriting discounts and commissions and estimated
offering expenses.  InterMune currently intends to use the net proceeds from
the offerings to repay at maturity or earlier repurchase its outstanding 5.00%
convertible senior notes due 2015.  The Company currently has received
commitments from certain holders of the outstanding 5.00% convertible senior
notes to allow the Company to repurchase approximately $50 million of the 2015
notes.  Proceeds from the offerings may also be used to fund the
commercialization of Esbriet® (pirfenidone), to fund InterMune's ASCEND trial
and for general corporate purposes, which may include funding research and
development, and working capital. InterMune may also use a portion of the net
proceeds for capital expenditures or for acquisitions or investments in
complementary businesses, products and technologies.

(Logo:  http://photos.prnewswire.com/prnh/20120827/SF62570LOGO)

The convertible senior notes will bear interest at a rate of 2.50% per year,
payable on June 15 and December 15 of each year, commencing on June 15, 2013. 
The convertible senior notes will mature on December 15, 2017.  Upon
conversion, holders of the convertible senior notes may receive cash, shares
of InterMune's common stock or a combination of cash and shares of InterMune's
common stock, at InterMune's election.  If InterMune undergoes a "fundamental
change" (as defined in the prospectus supplement relating to the convertible
senior notes), holders of the convertible senior notes will have the option to
require InterMune to repurchase all or any portion of their notes at 100% of
par, plus accrued and unpaid interest up to, but not including, the repurchase
date. 

Holders may convert their notes at their option prior to the close of business
on the business day immediately preceding September 15, 2017, but only under
certain circumstances.  On or after September 15, 2017 until the close of
business on the second scheduled trading day prior to the maturity date,
holders may convert their notes at any time.  The initial conversion rate for
each $1,000 aggregate principal amount of convertible senior notes is 77.7001
shares of common stock, equivalent to a conversion price of approximately
$12.87 per share, which represents a premium of approximately 30% to the
public offering price of InterMune's shares in the concurrent common stock
offering.

On or after June 20, 2015, InterMune may redeem for cash all or part of the
convertible senior notes at 100% of par (plus accrued and unpaid interest up
to, but not including, the redemption date) if the last reported sale price of
its common stock exceeds 130% of the conversion price then in effect for 20 or
more trading days in a period of 30 consecutive trading days ending within the
10 trading days immediately prior to the date of the redemption notice.

Goldman, Sachs & Co. and J. P. Morgan Securities LLC are acting as joint
book-running managers of these offerings.  Canaccord Genuity, Inc., Leerink
Swann LLC, Wells Fargo Securities, LLC and William Blair & Company, L.L.C. are
acting as co-managers of the common stock offering.  The common stock offering
and the convertible senior notes offering are being conducted as separate
public offerings by means of separate prospectus supplements filed as part of
an effective shelf registration statement filed with the Securities and
Exchange Commission (SEC) on Form S-3.  Neither of these offerings is
contingent upon the consummation of the other.  InterMune expects to close
these transactions on or about January 22, 2013, and each closing is subject
to satisfaction of customary closing conditions.  Before investing in either
offering, interested parties may read the prospectus supplement and the
accompanying prospectus for such offering and the other documents InterMune
has filed with the SEC, which are incorporated by reference in the prospectus
supplements and the accompanying prospectus and provide more complete
information about InterMune and the offerings.  Copies of the preliminary
prospectus supplements and the accompanying prospectus relating to each
offering may be obtained, when available, from Goldman, Sachs & Co. (Attn:
Prospectus Department, 200 West Street, New York, New York 10282, Fax:
212-902-9316 or Email at prospectus-ny@ny.email.gs.com or by calling
1-866-471-2526) or J.P. Morgan Securities LLC (c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling
866-803-9204).  Electronic copies of the prospectus supplements may be
obtained by visiting EDGAR on the SEC's website at http://www.sec.gov/.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
or jurisdiction.  This press release is being issued pursuant to and in
accordance with Rule 134 under the Securities Act of 1933, as amended.  Any
offer, if at all, will be made only by means of a prospectus supplement and
the accompanying prospectus, forming a part of the effective registration
statement.

About InterMune
InterMune is a biotechnology company focused on the research, development and
commercialization of innovative therapies in pulmonology and fibrotic
diseases.

Forward-Looking Statements
This announcement contains forward-looking statements, including statements
relating to InterMune's expectations regarding the completion, timing and size
of the proposed public offerings.  These statements are subject to significant
risks and uncertainties, actual results could differ materially from those
projected and InterMune cautions investors not to place undue reliance on the
forward-looking statements contained in this release.  These risks and
uncertainties include, without limitation, risks and uncertainties related to
market conditions and satisfaction of customary closing conditions related to
the public offerings.  There can be no assurance that InterMune will be able
to complete either one or both of the public offerings on the anticipated
terms, or at all.  If InterMune is unable to raise additional capital when
required or on acceptable terms, it may have to significantly delay, scale
back or discontinue one or more of its drug development or discovery research
programs.  Additional risks and uncertainties relating to InterMune and its
business can be found in the "Risk Factors" section of InterMune's Form 10-K
filed with the SEC and quarterly reports on Form 10-Q, and in the prospectus
supplements related to the proposed offerings to be filed with the SEC. 
InterMune undertakes no duty or obligation to update any forward-looking
statements contained in this release as a result of new information, future
events or changes in InterMune's expectations.

SOURCE InterMune, Inc.

Website: http://www.intermune.com
Contact: Jim Goff, InterMune, Inc., 415-466-2228, jgoff@intermune.com
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