Neurochem Announces Private Placement of US$80 Million Aggregate Principal Amount of 6% Senior Convertible Notes and 5% Senior Subordinated Convertible Notes
LAVAL, QC, May 2 /CNW Telbec/ - Neurochem Inc. (NASDAQ: NRMX, TSX: NRM)
announced today a private placement of US$80 million aggregate principal
amount of convertible notes, consisting of US$40 million of 6% senior
convertible notes due in 2027 and US$40 million of 5% senior subordinated
convertible notes due in 2012.
The 6% senior convertible notes have an initial conversion price equal to
the lesser of US$12.68 or the 5-day weighted average trading price of the
common shares preceding any conversion subject to adjustments in certain
circumstances. Neurochem shall, at its option, be entitled to fix a conversion
price in certain circumstances upon obtaining shareholder approval. Neurochem
will pay interest on the notes until maturity on May 2, 2027, subject to
earlier repurchase, redemption or conversion.
The 5% senior subordinated convertible notes shall be subject to
mandatory conversion into common shares of Neurochem within 5 days of the
effectiveness of a registration statement registering the underlying
securities (the "Registration Date") at a price equal to the lesser of
US$12.68 or the 5-day weighted average trading price of the common shares
ending on the Registration Date, subject to adjustments in certain
circumstances. Neurochem will pay interest on the notes until maturity on May
2, 2012, subject to earlier repurchase, redemption or conversion.
In connection with this transaction, Neurochem will issue warrants to
purchase an aggregate of 2,250,645 common shares of Neurochem until May 2,
2012 at an initial purchase price of US$12.68 per share ("Warrants"), subject
to adjustments in certain circumstances.
Neurochem has agreed to file a prospectus and registration statement to
qualify the resale of the common shares issuable upon conversion or exercise
to become effective within 10 business days of closing of the private
placement.
Neurochem will use the net proceeds from the private placement for
general corporate purposes, which may include, but are not limited to,
advancing its current clinical development programs or initiating new ones,
research for new or existing products and capital expenditures.
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 notes, warrants and common shares issuable upon conversion or
exercise have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements.
About Neurochem
Neurochem Inc. is focused on the development and commercialization of
innovative therapeutics to address critical unmet medical needs. Eprodisate
(KIACTA(TM)) is currently being developed for the treatment of Amyloid A (AA)
amyloidosis, and is under regulatory review for marketing approval by the
United States Food and Drug Administration and European Medicines Agency.
Tramiprosate (ALZHEMED(TM)), for the treatment of Alzheimer's disease, has
completed a Phase III clinical trial in North America and is currently in a
Phase III clinical trial in Europe, while tramiprosate (CEREBRIL(TM)), for the
prevention of Hemorrhagic Stroke caused by Cerebral Amyloid Angiopathy, has
completed a Phase IIa clinical trial.
To Contact Neurochem
For additional information on Neurochem and its drug development
programs, please call the North American toll-free number 1 877 680-4500 or
visit our Web Site at: www.neurochem.com.
Certain statements contained in this news release, other than statements
of fact that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and
uncertainties, known and unknown, many of which are beyond Neurochem's
control. Such risks include but are not limited to: the impact of general
economic conditions, general conditions in the pharmaceutical industry,
changes in the regulatory environment in the jurisdictions in which Neurochem
does business, stock market volatility, fluctuations in costs, and changes to
the competitive environment due to consolidation, that actual results may vary
once the final and quality-controlled verification of data and analyses has
been completed, as well as other risks disclosed in public filings of
Neurochem. Consequently, actual future results may differ materially from the
anticipated results expressed in the forward-looking statements. The reader
should not place undue reliance, if any, on the forward-looking statements
included in this news release. These statements speak only as of the date made
and Neurochem is under no obligation and disavows any intention to update or
revise such statements as a result of any event, circumstances or otherwise.
Please see the Annual Information Form for further risk factors that might
affect the Company and its business.
For further information: Lise Hébert, Ph.D., Vice President, Corporate Communications, (450) 680-4572, lhebert@neurochem.com
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