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VIVUS Announces Proposed Offering Of Convertible Senior Notes

MOUNTAIN VIEW, Calif., May 15, 2013 (GLOBE NEWSWIRE) -- VIVUS, Inc. (Nasdaq:VVUS) announced today that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of convertible senior unsecured notes due May 1, 2020 (the "Notes") through one or more initial purchasers in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). VIVUS also intends to grant the initial purchasers a 30-day option to purchase up to an additional $30 million aggregate principal amount of the Notes. VIVUS anticipates using a portion 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 be senior unsecured obligations of VIVUS and will accrue interest payable semiannually in arrears.

The Notes will be 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 will be able to 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.

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