Medidata Solutions, Inc. (NASDAQ: MDSO) today announced the pricing of an offering of $250 million aggregate principal amount of its 1.00% convertible senior notes due 2018 (the “Notes”). The Notes are being offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Medidata has granted the initial purchasers a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of the Notes on the same terms and conditions to cover over-allotments, if any. The offering is expected to close on August 12, 2013, subject to customary closing conditions. The Notes will be senior unsecured obligations of Medidata. Interest on the Notes will be paid semi-annually at a rate of 1.00% per year, and the Notes will mature on August 1, 2018, unless earlier repurchased or converted. 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. The initial conversion rate per $1,000 principal amount of Notes is equivalent to 8.6143 shares of common stock, which is equivalent to a conversion price of approximately $116.09 per share of common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of approximately 35% relative to the last reported sale price on August 6, 2013 of Medidata’s common stock of $85.99. Holders may require Medidata to repurchase their Notes upon a fundamental change at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date. Medidata may not redeem the Notes prior to maturity.
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.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. 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.