BRISBANE, Calif.--(BUSINESS WIRE)--
Innoviva, Inc. (NASDAQ: INVA) (the "Company" or "Innoviva") today
announced that it closed its offering of the Company's 2.50% convertible
senior notes due 2025 (the "Notes") for gross proceeds of $192.5 million
in aggregate principal. The proceeds include the Notes sold pursuant to
the $17.5 million over-allotment option granted by the Company to the
initial purchasers, which option was exercised in full. The Notes were
sold in connection with the Company's previously announced plan to fully
refinance its 9.0% Fixed Rate Term Notes due 2029 (the "2029 Notes") in
order to optimize its capital structure, reduce its overall cost of
capital, and reduce its interest expenses.
The Notes were sold in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Act").
The Notes are convertible, based on the applicable conversion rate, into
cash, shares of the Company's common stock or a combination thereof, at
the Company's election. The initial conversion rate for the Notes is
57.9240 shares of the Company's common stock per $1,000 principal amount
of the Notes (which is equivalent to an initial conversion price of
approximately $17.26 per share), representing a 30.0% conversion premium
over the last reported sale price of Company's common stock on August 1,
2017, which was $13.28 per share. The conversion rate is subject to
customary anti-dilution adjustments in certain circumstances. The Notes
will mature on August 15, 2025, unless repurchased or converted in
accordance with their terms prior to such date. Prior to February 15,
2025, the Notes will be convertible at the option of the holders only
upon the occurrence of specified events and during certain periods.
From, and including, February 15, 2025, until the close of business on
the second scheduled trading day immediately preceding the maturity
date, the Notes will be convertible at any time.
Concurrently with the pricing of this offering, the Company repurchased
shares of its common stock for approximately $17.5 million of the net
proceeds from the offering, in privately negotiated transactions
effected through one of the initial purchasers or its affiliate, as
Innoviva's agent. The Company plans to use the remaining net proceeds
from the sale of the Notes in this offering to redeem a portion of the
principal outstanding under the 2029 Notes on the next interest payment
date of August 15, 2017. Repurchases of common stock effected
concurrently with the offering may have affected or may affect the
market price of Innoviva's common stock.
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. The offer and sale of the notes and
the shares of common stock, if any, issuable upon conversion of the
notes, if any, will not be registered under the Act or any state
securities laws, and unless so registered, the Notes and such shares may
not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Act and applicable
Innoviva is focused on bringing compelling new medicines to patients in
areas of unmet need by leveraging its significant expertise in the
development, commercialization and financial management of
bio-pharmaceuticals. Innoviva's portfolio is anchored by the respiratory
assets partnered with Glaxo Group Limited (GSK), including RELVAR®/BREO®
ELLIPTA® and ANORO® ELLIPTA®, which were jointly developed by Innoviva
and GSK. Under the agreement with GSK, Innoviva is eligible to receive
associated royalty revenues from RELVAR®/BREO® ELLIPTA® and ANORO®
ELLIPTA®. In addition, Innoviva retains a 15 percent economic interest
in future payments made by GSK for earlier-stage programs partnered with
Theravance BioPharma, Inc., including the closed triple combination
therapy for COPD. For more information, please visit Innoviva's website
ANORO®, RELVAR®, BREO® and ELLIPTA® are trademarks of the
GlaxoSmithKline group of companies.
Cautionary Note on Forward-Looking Statements
To the extent that statements contained in this press release are not
descriptions of historical facts, they are forward-looking statements
reflecting the current beliefs and expectations of management made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements
include any statements regarding Innoviva's anticipated use of proceeds,
its ability to fully refinance the 2029 Notes, and any other statements
containing the words "anticipate," "believe," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "target," "potential,"
"will," "would," "could," "should," "continue," and similar expressions.
Such forward-looking statements involve substantial risks and
uncertainties that could cause the Company's future results, performance
or achievements to differ significantly from those expressed or implied
by the forward-looking statements. The Company undertakes no obligation
to update or revise any forward-looking statements. Forward-looking
statements should not be relied upon as representing the Company's views
as of any date subsequent to the date hereof. For a further description
of the risks and uncertainties that could cause actual results to differ
from those expressed in these forward-looking statements, as well as
risks relating to the Company's business in general, see the "Risk
Factors" section of the Company's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission ("SEC") on Form 10-K for the
year ended December 31, 2016 and Innoviva's Quarterly Report on Form
10-Q for the quarter ended March 31, 2017, which are on file with the
SEC and available on the SEC's website at www.sec.gov.
In addition to the risks described above and in Innoviva's other filings
with the SEC, other unknown or unpredictable factors also could affect
Innoviva's results. Past performance is not necessarily indicative of
future results. No forward-looking statements can be guaranteed and
actual results may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. The information in this press release is
provided only as of the date hereof, and Innoviva assumes no obligation
to update its forward-looking statements on account of new information,
future events or otherwise, except as required by law.
Trademark reference: Innoviva and the Innoviva logo are registered
trademarks or trademarks of Innoviva, Inc. or its affiliates in the
United States and/or other countries. All other trademarks referenced
herein are the property of their respective owners.
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Sr. Vice President and Chief
Source: Innoviva, Inc.
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