Auxilium Pharmaceuticals, Inc. Announces Offering of Convertible Senior Notes Due 2018

Auxilium Pharmaceuticals, Inc. Announces Offering of Convertible Senior Notes
                                   Due 2018

PR Newswire

CHESTERBROOK, Pa., Jan. 23, 2013

CHESTERBROOK, Pa., Jan. 23, 2013 /PRNewswire/ --Auxilium Pharmaceuticals,
Inc. (Nasdaq: AUXL), a specialty biopharmaceutical company ("Auxilium"), today
announced that it intends, subject to market and other conditions, to offer
$200.0 million aggregate principal amount of Convertible Senior Notes due 2018
(the "Convertible Notes") in an offering (the "Offering") registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Convertible
Notes are expected to pay interest semi-annually and be convertible into
shares of Auxilium's common stock, cashor a combination thereof at Auxilium's
election.

(Logo: http://photos.prnewswire.com/prnh/20101202/MM10881LOGO )

Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as joint
book-running managers for the Offering.  Cowen and Company and RBC Capital
Markets are acting as co-managers for the Offering. The Convertible Notes will
be offered and sold under Auxilium's shelf registration statement on Form S-3
filed with the Securities and Exchange Commission (the "SEC") on January 23,
2013, which was effective upon filing, and a preliminary prospectus supplement
setting forth the terms of the Convertible Notes, filed with the SEC on
January 23, 2013. Before investing, investors should read the prospectus and
the preliminary prospectus supplement and other documents that Auxilium has
filed with the SEC for more complete information about Auxilium and the
Offering. These documents may be obtained at www.sec.gov. Printed copies of
the preliminary prospectus supplement relating to the Offering may also be
obtained by requesting copies 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).

The Convertible Notes will be general senior unsecured obligations of
Auxilium.

Auxilium intends to use the net proceeds from the Offering to pay the cost of
the note hedge transactions described below (after such cost is partially
offset by the proceeds from the sale of warrants, as described below) and for
general corporate purposes, which may include the acquisition (including by
merger, purchase, license or otherwise) of businesses, products, product
rights or technologies.

In connection with the Offering, Auxilium expects to enter into note hedge
transactions with one or more of the underwriters of the Convertible Notes or
their respective affiliates (the "hedge counterparties"). The note hedge
transactions are expected generally to reduce the potential dilution to
Auxilium's common stock and/or offset potential cash payments in excess of the
principal amount upon any conversion of Convertible Notes in the event that
the market value per share of Auxilium's common stock, as measured under the
terms of the note hedge transactions, is greater than the strike price of the
note hedge transactions (which is expected to correspond to the initial
conversion price of the Convertible Notes and be subject to certain
adjustments substantially similar to those contained in the Convertible
Notes). In addition, in order to partially offset the cost of the note hedge
transactions, Auxilium expects to issue warrants to the hedge counterparties
at a higher strike price. The warrants would separately have a dilutive effect
to the extent that the market value per share of Auxilium's common stock
exceeds the applicable strike price of the warrants. If the underwriters
exercise their option to purchase additional Convertible Notes, Auxilium may
enter into additional note hedge and warrant transactions.

Auxilium has been advised that, in connection with the note hedge and warrant
transactions, the hedge counterparties or their affiliates expect to enter
into various derivative transactions with respect to Auxilium's common stock
concurrently with, or shortly after, the pricing of the Convertible Notes and
may, from time to time following the pricing of the Convertible Notes, enter
into or unwind various derivatives and/or purchase or sell Auxilium's common
stock or other securities of Auxilium in secondary market transactions (and
are likely to do so during any observation period relating to a conversion of
Convertible Notes). These activities could increase (or reduce the size of any
decrease in) the price of Auxilium's common stock concurrently with or
following the pricing of the Convertible Notes, and could also cause or avoid
an increase or a decrease in the price of Auxilium's common stock following
the pricing of the Convertible Notes and prior to the maturity date.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of any of the Convertible Notes
in any jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. Any offer, if at all, will be made only by means of the
prospectus, including the prospectus supplement, forming a part of the
effective registration statement.

About Auxilium

Auxilium is a specialty biopharmaceutical company with a focus on developing
and marketing products to predominantly specialist audiences. Auxilium markets
Testim® 1% (testosterone gel) for the topical treatment of hypogonadism and
XIAFLEX® (collagenase clostridium histolyticum) for the treatment of adult
Dupuytren's contracture patients with a palpable cord in the U.S. GSK co-
promotes Testim with Auxilium in the U.S. Ferring International Center S.A.
markets Testim in certain countries of the EU and Paladin Labs Inc. markets
Testim in Canada. Pfizer has marketing rights for XIAPEX® (the EU tradename
for collagenase clostridium histolyticum) in 46 countries in Eurasia through
April 24, 2013; Asahi Kasei Pharma Corporation has development and commercial
rights for XIAFLEX in Japan; and Actelion Pharmaceuticals Ltd has development
and commercial rights for XIAFLEX in Canada, Australia, Brazil and Mexico.
Additionally, collagenase clostridium histolyticum ("CCH") is in phase IIa of
development for the treatment of Frozen Shoulder syndrome (adhesive
capsulitis) and phase Ib of development for the treatment of cellulite
(edematous fibrosclerotic panniculopathy). Auxilium also has rights to pursue
additional indications for CCH.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

This news release contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995, including statements made
with respect to Auxilium's strategy, progress and timing of development
programs and related trials, the efficacy of its product candidates, the
commercial benefits available to it as a result of its agreements with third
parties, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management and other statements
regarding matters that are not historical facts, and involve predictions.
These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance, achievements or prospects
to be materially different from any future results, performance, achievements
or prospects expressed in or implied by such forward-looking statements. In
some cases you can identify forward-looking statements by terminology such as
''may'', ''will'', ''should'', ''would'', ''expect'', ''intend'', ''plan'',
''anticipate'', ''believe'', ''estimate'', ''predict'', ''potential'',
''seem'', ''seek'', ''future'', ''continue'', or ''appear'' or the negative of
these terms or similar expressions, although not all forward-looking
statements contain these identifying words. Although forward-looking
statements are based on Auxilium's current plans or assessments that are
believed to be reasonable as of the date of this press release, they
inherently involve certain risks and uncertainties. These forward-looking
statements are subject to a number of risks and uncertainties, including those
discussed under ''Risk Factors'' in Auxilium's Annual Report on Form 10-K for
the year ended December 31, 2011, each of Auxilium's Quarterly Reports on Form
10-Q for the three months ended September 30, 2012, June 30, 2012 and March
31, 2012 and Auxilium's preliminary prospectus supplement and Current Report
on Form 8-K, each filed with the Securities and Exchange Commission (the
"SEC") on January 23, 2013. While Auxilium may elect to update the
forward-looking statements made in this news release in the future, Auxilium
specifically disclaims any obligation to do so. Our SEC filings may be
accessed electronically by means of the SEC's home page on the Internet at
http://www.sec.gov. There may be additional risks that Auxilium does not
presently know or that Auxilium currently believes are immaterial which could
also cause actual results to differ from those contained in the
forward-looking statements.

AUXILIUM CONTACTS:

James E. Fickenscher
Chief Financial Officer, Auxilium Pharmaceuticals, Inc.
+1-484-321-5900
jfickenscher@auxilium.com

or

William Q. Sargent Jr.
Vice-President, Investor Relations and Corporate Communications
+1-484-321-5900
wsargent@auxilium.com

SOURCE Auxilium Pharmaceuticals, Inc.

Website: http://www.auxilium.com
 
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