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PDL BioPharma Prices Offering Of $260.87 Million Of Convertible Senior Notes Due 2018

INCLINE VILLAGE, Nev., Feb. 7, 2014 /PRNewswire/ -- PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) announced today that it has agreed to sell $260.87 million aggregate principal amount of its 4.00% Convertible Senior Notes due February 1, 2018 (the Notes) in an underwritten public offering.  The conversion rate of the Notes will initially be 109.1048 shares of common stock per $1,000 principal amount of the Notes equivalent to an initial conversion price of approximately $9.17 per share of common stock.  The Company granted the underwriters an option to purchase up to an additional $39.13 million aggregate principal amount of the Notes solely to cover overallotments (or $300 million principal amount in the aggregate). RBC Capital Markets and Wells Fargo Securities are acting as joint book-running managers for the Notes offering.  Cowen and Company and Janney Montgomery Scott are acting as co-managers.  The Company expects that the offering will be completed, subject to customary closing conditions, on February 12, 2014.

(Logo: http://photos.prnewswire.com/prnh/20110822/SF55808LOGO)

In connection with the offering of the Notes, the Company has entered into privately negotiated convertible note hedge transactions with RBC Capital Markets and Wells Fargo Securities (and/or their respective affiliates) (the hedge counterparties).  The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that will initially underlie the Notes, and are intended to reduce the dilutive impact of the conversion feature of the Notes on the Company's outstanding shares of common stock.  The Company has also entered into privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of the Company's common stock.  The warrant transactions could separately have a dilutive effect to the extent that the market price per share of the Company's common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.  In addition, if the underwriters exercise their overallotment option to purchase additional Notes, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the hedge counterparties covering the number of shares underlying such additional Notes.

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