This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Any offers of the securities will be made only by means of a private offering memorandum pursuant to Rule 144A under the Act.
Medidata Solutions, Inc. (NASDAQ: MDSO) today announced its intention to offer, subject to market conditions and other factors, $200 million aggregate principal amount of convertible senior notes due 2018 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Medidata also expects to grant the initial purchasers of the Notes a 30-day option to purchase up to an additional $30 million aggregate principal amount of the Notes to cover over-allotments. The Notes will be senior unsecured obligations of Medidata, and interest will be payable semi-annually. Prior to February 1, 2018, the Notes will be convertible at the option of the noteholders only upon the occurrence of specified events; thereafter until maturity the Notes will be convertible at the option of the noteholders at any time. Upon conversion, the Notes will be settled in cash, shares of Medidata’s common stock or any combination thereof at Medidata’s option. Final terms of the Notes, including the interest rate, initial conversion rate and other terms, will be determined by negotiations between Medidata and the initial purchasers of the Notes. Medidata intends to use the net proceeds from the offering for working capital and other general corporate purposes, including to fund possible acquisitions of, or investments in, complementary businesses, products, services, technologies and capital expenditures. Medidata has not entered into any agreements or commitments with respect to any acquisitions or investments at this time. The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Act. Neither the Notes nor the shares of Medidata’s common stock issuable upon conversion of the Notes, if any, have been registered under the Act or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.