BOULDER, Colo. -- (Business Wire)
Clovis Oncology, Inc. (NASDAQ:CLVS) announced today the upsizing and
pricing of an underwritten public offering of $300 million aggregate
principal amount of its 1.25% convertible senior notes due 2025 at a
price to the public of 100% of the principal amount of the notes, before
underwriting discounts and commissions. Clovis also granted to the
underwriters a 30-day option to purchase up to an additional $45 million
aggregate principal amount of the notes on the same terms and
conditions. The notes will bear interest at a rate of 1.25% per annum,
payable semi-annually on May 1 and November 1 of each year. The notes
will mature on May 1, 2025 unless earlier converted, redeemed or
repurchased. The holders of the notes may convert their notes at their
option at any time prior to the close of business on the business day
immediately preceding the maturity date at an initial conversion rate of
13.1278 shares of Clovis Oncology’s common stock per $1,000 principal
amount of notes, which is equivalent to the initial conversion price of
approximately $76.17 per share of common stock.
Clovis also announced today the pricing of 1,837,898 shares of its
common stock in an underwritten public offering at a price to the public
of $54.41 per share for gross proceeds of approximately $100 million,
before underwriting discounts and commissions. Clovis also granted to
the underwriters a 30-day option to purchase up to an additional 275,684
shares of its common stock on the same terms and conditions.
The offerings are expected to close on April 19, 2018, subject to
customary closing conditions. The closing of each offering is not
contingent on the closing of the other offering.
J. P. Morgan Securities LLC and BofA Merrill Lynch are acting as joint
book-running managers for each of these offerings.
Clovis Oncology intends to use the combined net proceeds of the
offerings for general corporate purposes, including sales and marketing
expenses associated with Rubraca® (rucaparib) in the United
States and, if approved by the European Commission, in Europe, funding
of its development programs, general and administrative expenses,
acquisition or licensing of additional product candidates or businesses
and working capital.
The common stock and the convertible notes are being offered pursuant to
an effective shelf registration statement that Clovis has filed with the
Securities and Exchange Commission (“SEC”). Before you invest, you
should read the prospectus in that registration statement and other
documents Clovis has filed with the SEC for more complete information
about Clovis and these offerings. Each offering is being made only by
means of a prospectus supplement and the related prospectus relating to
such offering. Copies of the applicable prospectus supplement and
related prospectus relating to each offering may be obtained from J. P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or by calling toll-free (866)
803-9204, or from BofA Merrill Lynch, NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department,
or by calling 1-800-294-1322 or by email to email@example.com.
You may also obtain these documents free of charge when they are
available by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of these
securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
About Clovis Oncology
Clovis Oncology, Inc. is a biopharmaceutical company focused on
acquiring, developing and commercializing innovative anti-cancer agents
in the U.S., Europe and additional international markets. Clovis
Oncology targets development programs at specific subsets of cancer
populations, and simultaneously develops, with partners, diagnostic
tools intended to direct a compound in development to the population
that is most likely to benefit from its use. Clovis Oncology is
headquartered in Boulder, Colorado and has additional offices in San
Francisco, California and Cambridge, United Kingdom.
To the extent that statements contained in this press release are not
descriptions of historical facts regarding Clovis Oncology, 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. Such
forward-looking statements involve substantial risks and uncertainties
that could cause our actual results, performance or achievements to
differ significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include, among
others, the conditions affecting the capital markets, general economic,
industry, or political conditions, and the satisfaction of customary
closing conditions related to the proposed public offerings. Clovis
Oncology undertakes no obligation to update or revise any
forward-looking statements. 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 business of the company in general, see the prospectus supplement
and related prospectus for these offerings as well as Clovis Oncology’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other
reports filed with the Securities and Exchange Commission.
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Clovis Oncology, Inc.
Source: Clovis Oncology, Inc.
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