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ModusLink Announces Proposed $75 Million Convertible Senior Notes Offering

  ModusLink Announces Proposed $75 Million Convertible Senior Notes Offering

Business Wire

WALTHAM, Mass. -- March 12, 2014

ModusLink Global Solutions, Inc. (“ModusLink”) (NASDAQ: MLNK) today announced
its intention to offer $75 million aggregate principal amount of convertible
senior notes due 2019 (the “notes”), subject to market conditions and other
factors. The notes are to be offered and sold to qualified institutional
buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as
amended (the “Securities Act”). ModusLink also expects to grant the initial
purchaser of the notes a 30-day option to purchase up to an additional $11.25
million aggregate principal amount of the notes.

The notes will be unsecured and unsubordinated obligations of ModusLink, and
will rank equal in right of payment with ModusLink’s other unsecured and
unsubordinated indebtedness, but will be effectively subordinated in right of
payment to any existing and future secured indebtedness and liabilities to the
extent of the value of the collateral securing those obligations, and
structurally subordinated to the indebtedness and other liabilities of
ModusLink’s subsidiaries. Interest will be payable semi-annually in arrears,
and the notes will be convertible into shares of ModusLink’s common stock, or,
if ModusLink obtains the required consent from its shareholders, into shares
of ModusLink’s common stock, cash or a combination of cash and shares of its
common stock, at ModusLink’s election. Holders will have the right to require
ModusLink to repurchase their notes upon the occurrence of certain fundamental
changes, subject to certain conditions, at a repurchase price equal to 100% of
the principal amount of the notes plus accrued and unpaid interest. ModusLink
will have the right to elect to cause the mandatory conversion of the notes in
whole, and not in part, at any time on or after March 6, 2017, subject to
certain conditions including that the stock price of ModusLink exceeds a
certain threshold. Final terms of the notes, including the interest rate,
conversion rate, offering price and other terms, will be determined at the
time of pricing based on negotiations with the initial purchaser of the notes.

ModusLink intends to use the net proceeds from the offering for general
corporate purposes, which may include potential acquisitions and other
strategic business opportunities. No material acquisitions are probable at
this time.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy any of these securities (including ModusLink’s common stock into
which the notes will be convertible), nor shall there be any offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

The notes and the 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 may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and any other applicable securities laws.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, which include, without limitation, statements about the market
for ModusLink’s products, technology, strategy, competition, expected
financial performance, potential acquisitions and strategic business
opportunities and other aspects of its business. Any statements about
ModusLink’s business, financial results, financial condition and operations
contained in this press release that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing,
the words “believes,” “anticipates,” “expects,” “intends,” “plans,”
“projects,” or similar expressions are intended to identify forward-looking
statements. Although ModusLink believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. ModusLink’s actual results
could differ materially from those expressed or implied by these
forward-looking statements as a result of various factors, including the risk
factors described in the “Risk Factors” sections of ModusLink’s most recent
annual report on Form 10-K and quarterly report on Form 10-Q filed with the
Securities and Exchange Commission, and a variety of other factors. ModusLink
urges you to consider these factors carefully in evaluating the
forward-looking statements contained in this press release. The
forward-looking statements included in this press release are made only as of
the date of this press release. ModusLink undertakes no obligation to update
publicly any forward-looking statements for any reason, except as required by
law, even as new information becomes available or other events occur in the
future.

ModusLink Global Solutions is a registered trademark of ModusLink Global
Solutions, Inc. All other company names and products are trademarks or
registered trademarks of their respective companies.

Contact:

ModusLink Global Solutions, Inc.
Robert Joyce, 781-663-5120
ir@moduslink.com
 
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