Sept. 12, 2012
/PRNewswire/ -- Sequenom, Inc. (NASDAQ: SQNM) today announced the pricing of its offering of
aggregate principal amount of Convertible Senior Notes due 2017 (the "Convertible Notes") in a private offering. The sale of the Convertible Notes is expected to close on
September 17, 2012
, subject to customary closing conditions. Sequenom also granted to the initial purchasers of the Convertible Notes a 30-day option to purchase up to an additional
aggregate principal amount of the Convertible Notes solely to cover over-allotments, if any. Sequenom intends to use the net proceeds from this offering to fund the commercialization of the MaterniT21 PLUS laboratory-developed test, as well as for other general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general administrative expenses.
The Convertible Notes will be the senior, unsecured obligations of Sequenom. They will bear interest at a fixed rate of 5.00% per year, payable semiannually in arrears on
of each year, beginning
, 2013. Interest on the Convertible Notes will accrue from
, 2012. The Convertible Notes will mature on
October 1, 2017
, unless earlier converted, redeemed or repurchased.
The Convertible Notes will be convertible at any time prior to the third trading day immediately preceding the maturity date, at the option of the holders, into shares of Sequenom's common stock. The conversion rate will initially be 216.0644 shares of common stock per
principal amount of Convertible Notes (equivalent to an initial conversion price of approximately
per share of common stock), and will be subject to adjustment upon the occurrence of certain events. In addition, Sequenom will, in certain circumstances, increase the conversion rate for holders who convert their Convertible Notes in connection with a make-whole fundamental change (as such term will be defined in the indenture relating to the Convertible Notes).
Sequenom may not redeem the Convertible Notes prior to
, 2015. On and after
October 1, 2015
, Sequenom may redeem for cash all, but not less than all, of the Convertible Notes if the last reported sale price of its common stock equals or exceeds 140% of the applicable conversion price for at least 20 trading days during the 30 consecutive trading day period ending on the trading day immediately prior to the date on which Sequenom delivers the notice of the redemption. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, if Sequenom calls the notes for redemption, a make-whole fundamental change will be deemed to occur. As a result, Sequenom will, in certain circumstances, increase the conversion rate for holders who convert their notes after Sequenom delivers a notice of redemption and on or prior to the close of business on the third business day immediately preceding the relevant redemption date.
Upon a fundamental change (as defined in the indenture relating to the Convertible Notes), subject to certain exceptions, the holders may require Sequenom to repurchase some or all of their Convertible Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.