Chattem, Inc. (NASDAQ: CHTT) announced that, pursuant to the terms of the indentures (the “Indentures”) governing its 2.00% convertible senior notes due 2013 and 1.625% convertible senior notes due 2014 (collectively, the “Notes”), it anticipates that a Fundamental Change (as such term is defined in the respective Indentures) may occur on or after February 9, 2010 (the “Fundamental Change”) as a result of the proposed transactions contemplated by the Agreement and Plan of Merger, dated December 20, 2009 (the "Merger Agreement"), among Chattem, sanofi-aventis, a French société anonyme ("sanofi"), and River Acquisition Corp., a Tennessee corporation and an indirect wholly-owned subsidiary of sanofi ("Merger Sub").
As previously announced, on January 11, 2010, Merger Sub commenced a tender offer (the "Offer") for all outstanding shares of common stock of Chattem (including the associated preferred stock purchase rights) (the "Common Stock") at a purchase price of $93.50 net per share in cash, without interest and subject to any required withholding taxes. The Offer is scheduled to expire at 12:00 midnight, New York City time, on February 8, 2010, unless extended. The consummation of the Offer is conditioned on the tender of a majority of shares of Common Stock on a fully-diluted basis (as defined in the Merger Agreement), as well as the receipt of certain customary closing conditions.
Following the successful consummation of the Offer, Merger Sub is expected to merge with and into Chattem (the "Merger"), and the outstanding shares of Common Stock not tendered in the Offer will be converted into the right to receive $93.50 net per share in cash, without interest and subject to any required withholding taxes, as paid in the Offer.
Chattem anticipates that the Fundamental Change will occur on the date that Merger Sub accepts shares of Common Stock for payment pursuant to the Offer (the "Fundamental Change Effective Date"), which is expected to occur on or after February 9, 2010. Pursuant to the Indentures, the holders of the Notes have the right to convert their Notes according to the terms of the Indentures at any time before the close of business on the business day immediately preceding the 45
day after the Fundamental Change Effective Date. Each of the Offer and Merger is subject to certain closing conditions and there can be no assurance that the Offer or the Merger will be consummated on the expected dates, or at all.
Chattem has specified a Cash Percentage (as such term is defined in the respective Indentures) of 100% to be in effect for any conversion occurring in connection with the Fundamental Change until such time as Chattem provides notice of retraction of such election, to the extent permitted by the Indentures. Therefore, unless and until Chattem provides notice of retraction of the Cash Percentage election, holders of the Notes who choose to convert their Notes will receive only cash upon conversion.