VIVUS Announces Pricing of Offering of $220 Million of 4.50% Convertible Senior Notes

VIVUS Announces Pricing of Offering of $220 Million of 4.50% Convertible
Senior Notes

MOUNTAIN VIEW, Calif., May 16, 2013 (GLOBE NEWSWIRE) -- VIVUS, Inc.
(Nasdaq:VVUS) announced today the pricing of its offering of $220 million
aggregate principal amount of 4.50% convertible senior unsecured notes due May
1, 2020 (the "Notes") in a private placement pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). VIVUS has granted
to the initial purchasers a 30-day option to purchase up to an additional $30
million aggregate principal amount of the Notes. The offering is expected to
close on or about May 21, 2013, subject to customary closing conditions. The
net proceeds from this offering, after deducting discounts and commissions to
the initial purchasers and other offering expenses, are expected to be
approximately $213 million. VIVUS anticipates using approximately $30 million
of the net proceeds from the offering to pay the cost of a capped call
transaction described below to be entered into with an affiliate of one of the
initial purchasers (the "hedge counterparty"), and the remainder of the net
proceeds for continued commercialization of its products and development of
its product candidates, and for general corporate purposes. If the initial
purchasers exercise their option to purchase additional Notes, VIVUS may enter
into an additional capped call transaction with the hedge counterparty.

The Notes will bear interest at a fixed rate of 4.50% per annum, payable
semiannually in arrears on May 1 and November 1 of each year, beginning on
November 1, 2013, unless earlier purchased or converted.

The Notes are convertible at the option of the holders at any time prior to
the close of business on the business day immediately preceding November 1,
2019 only under certain conditions. On or after November 1, 2019 until the
close of business on the second scheduled trading day immediately preceding
the maturity date for the Notes, holders may convert their Notes at their
option at the conversion rate then in effect at any time, regardless of these
conditions. Subject to certain limitations, VIVUS will settle conversions of
the Notes by paying or delivering, as the case may be, cash, shares of its
common stock or a combination of cash and shares of its common stock, at its
election.

The initial conversion rate will be 67.3038 shares of common stock for each
$1,000 principal amount of Notes, which represents an initial conversion price
of approximately $14.86 per share of common stock. The capped call transaction
increases the effective conversion price of the Notes to $20.00 per share. The
conversion rate of the Notes, and the corresponding conversion price, will be
subject to adjustment for certain events, but will not be adjusted for accrued
interest. In addition, following certain corporate transactions that occur on
or prior to the maturity date for the Notes, VIVUS will increase the
conversion rate for a holder that elects to convert its Notes in connection
with such a corporate transaction.

VIVUS may not redeem the Notes prior to the maturity date for the Notes, and
there is no sinking fund provided for the Notes.

If VIVUS undergoes a fundamental change prior to the maturity date for the
Notes, holders may require VIVUS to purchase for cash all or any portion of
their Notes at a fundamental change purchase price equal to 100% of the
principal amount of the Notes to be purchased, plus accrued and unpaid
interest to, but excluding, the fundamental change purchase date.

The capped call transaction to be entered into between VIVUS and the hedge
counterparty is expected generally to reduce the potential dilution and/or
offset potential cash payments in excess of the principal amount of converted
Notes upon conversion of the Notes near maturity in the event that the market
price of VIVUS's common stock, as measured under the terms of the capped call
transaction, is greater than the strike price of the capped call transaction,
which initially corresponds to the conversion price of the Notes, and will be
subject to anti-dilution adjustments similar (although not identical) to those
applicable to the conversion rate of the Notes. However, if the market price
of VIVUS's common stock, as measured under the terms of the capped call
transaction, exceeds $20.00 per share, which is the initial cap price of the
capped call transaction, the cash or number of shares of common stock VIVUS
expects to receive upon exercise of the capped call transaction will be capped
based on the amount by which the cap price exceeds the strike price of the
capped call transaction, and thus, the anti-dilutive effect of the capped call
transaction will be limited. The capped call transaction provides for exercise
upon final conversion under the Notes and interim conversion dates under the
Notes will not entitle VIVUS to make corresponding exercises under the capped
call transaction, but will instead result in a partial early termination of
the capped call transaction.

VIVUS has been advised that, in connection with establishing its initial hedge
of the capped call transaction, the hedge counterparty (or its affiliates)
expects to purchase VIVUS common stock and/or enter into various derivative
transactions with respect to VIVUS's common stock concurrently with, or
shortly after, the pricing of the Notes. These activities could have the
effect of increasing, or reducing the size of any decrease in, the price of
the Notes and/or VIVUS's common stock concurrently with, or shortly after, the
pricing of the Notes. In addition, the hedge counterparty (or its affiliates)
may modify its hedge position by entering into or unwinding various derivative
transactions with respect to VIVUS's common stock and/or by purchasing or
selling VIVUS's common stock or other of its securities in secondary market
transactions following the pricing of the Notes and prior to the maturity date
for the Notes (and is likely to do so during any conversion period related to
a conversion of the Notes). This activity could also cause or avoid an
increase or a decrease in the market price of VIVUS's common stock or the
Notes, which could affect the ability of holders of the Notes to convert the
Notes and, to the extent the activity occurs during any conversion period
related to a conversion of Notes, it could affect the amount and value of the
consideration that holders of the Notes receive upon any conversion of the
Notes.

The offering is being made to qualified institutional buyers pursuant to Rule
144A under the Securities Act. Neither the Notes nor any shares of VIVUS's
common stock issuable upon conversion of the Notes have been or are expected
to be registered under the Securities Act or under any state securities laws
and, unless so registered, may not be offered or sold in the United States or
to U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, these securities, nor will there
be any sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale is not permitted.

Certain of the statements made in this press release are forward looking, such
as those, among others, relating to VIVUS's expectations regarding its planned
use of proceeds and satisfaction of closing conditions related to the
offering. Actual results or developments may differ materially from those
projected or implied in these forward-looking statements. There can be no
assurance that VIVUS will be able to complete the offering on the anticipated
terms, or at all. Additional risks and uncertainties relating to VIVUS and its
business can be found under the heading "Risk Factors" in VIVUS's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2013, which is on
file with the Securities and Exchange Commission. VIVUS disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

 VIVUS, Inc. 1172 Castro Street, Mountain View, CA 94040 Tel 650-934-5200
                       Fax 650-934-5389www.vivus.com

CONTACT: VIVUS, Inc.
         Timothy E. Morris
         Chief Financial Officer
         650-934-5200
        
         Investor Relations:
         The Trout Group
         Brian Korb
         bkorb@troutgroup.com
         646-378-2923