Attached files
| file | filename |
|---|---|
| 8-K - PDL BIOPHARMA, INC. | v199983_8k.htm |
| EX-10.1 - PDL BIOPHARMA, INC. | v199983_ex10-1.htm |
| EX-10.3 - PDL BIOPHARMA, INC. | v199983_ex10-3.htm |
| EX-4.1 - PDL BIOPHARMA, INC. | v199983_ex4-1.htm |
| EX-10.2 - PDL BIOPHARMA, INC. | v199983_ex10-2.htm |
CONFIDENTIAL
DRAFT
Contacts:
|
Cris
Larson
|
Jennifer
Williams
|
|
PDL
BioPharma, Inc.
|
Cook
Williams Communications
|
|
775-832-8505
|
360-668-3701
|
| Cris.Larson@pdl.com |
jennifer@cwcomm.org
|
PDL
BioPharma Announces Exchange to Retire a Portion of 2.00% Convertible Senior
Notes due February 15, 2012
INCLINE
VILLAGE, NV, October 27, 2010
– PDL BioPharma, Inc. (PDL, the Company) (NASDAQ: PDLI) today announced
that it has entered into separate privately negotiated exchange agreements under
which it will retire $92.0
million in aggregate principal of the Company’s outstanding 2.00% Convertible
Senior Notes due February 15, 2012 (the 2012 Notes). Pursuant to the
exchange agreements, the holders of the 2012 Notes will receive $92.0
million in aggregate principal of new 2.875%
Convertible Senior Notes due February 15, 2015 (the 2015
Notes). Following the exchange, $136.0
million of the 2012 Notes will remain outstanding.
The
Company also announced that it entered into privately negotiated agreements to
place an additional $88.0
million in aggregate principal amount of the 2015 Notes for cash. The
net cash proceeds from the issuance of such 2015 Notes will be used for
corporate, capital management and business development purposes. The
shares of the Company’s common stock issuable upon the conversion of the 2015
Notes have been reserved for issuance by the Company and listed on the NASDAQ
Stock Market.
The
issuance of the 2015 Notes will not be registered under the Securities Act of
1933, as amended, in reliance on exemption from registration
thereunder.
No
Solicitation
This
press release does not constitute an offer to sell, or a solicitation of an
offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
About
PDL BioPharma
PDL
pioneered the humanization of monoclonal antibodies and, by doing so, enabled
the discovery of a new generation of targeted treatments for cancer and
immunologic diseases. PDL is focused on maximizing the value of its antibody
humanization patents and related assets. The Company receives royalties on sales
of a number of humanized antibody products marketed by leading pharmaceutical
and biotechnology companies today based on patents which expire in late 2014.
For more information, please visit www.pdl.com.
NOTE: PDL
BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma,
Inc.
Forward-Looking
Statements
This
press release contains forward-looking statements. Each of these forward-looking
statements involves risks and uncertainties. Actual results may differ
materially from those, express or implied, in these forward-looking statements.
Factors that may cause differences between current expectations and actual
results include, but are not limited to, the following:
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·
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The
expected rate of growth in royalty-bearing product sales by PDL’s existing
licensees;
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·
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The
relative mix of royalty-bearing Genentech products manufactured and sold
outside the U.S. versus manufactured or sold in the
U.S.;
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·
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The
ability of our licensees to receive regulatory approvals to market and
launch new royalty-bearing products and whether such products, if
launched, will be commercially
successful;
|
|
|
·
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Changes
in any of the other assumptions on which PDL’s projected royalty revenues
are based;
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·
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The
outcome of pending litigation or disputes;
and
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·
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The
failure of licensees to comply with existing license agreements, including
any failure to pay royalties due.
|
Other
factors that may cause PDL’s actual results to differ materially from those
expressed or implied in the forward-looking statements in this press release are
discussed in PDL’s filings with the SEC, including the “Risk Factors” section of
its annual and quarterly reports filed with the SEC. Copies of PDL’s filings
with the SEC may be obtained at the “Investors” section of PDL’s website at
www.pdl.com.
PDL expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in PDL’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements are based for
any reason, except as required by law, even as new information becomes available
or other events occur in the future. All forward-looking statements in this
press release are qualified in their entirety by this cautionary
statement.