Avid Bioservices, Inc.Publicizes Proposed Providing of $ 125 Million Exchangeable Senior Notes
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TUSTIN, Calif., March 8, 2021 (GLOBE NEWSWIRE) – Avid Bioservices, Inc. (NASDAQ: CDMO) (NASDAQ: CDMOP) (the “Firm”), a Biologics Contract Improvement and Manufacturing (CDMO) group devoted to bettering the lives of sufferers by offering top quality improvement and manufacturing companies to biotechnology and pharmaceutical firms , introduced at present that its wholly-owned subsidiary, Avid SPV, LLC (the “Issuer”), intends to promote, topic to market and different situations, an combination principal quantity of $ 125 million of exchangeable senior notes due 2026 (the “Notes”) in a non-public placement to certified institutional purchasers beneath Rule 144A beneath the Securities Act of 1933, as as amended (the “Securities Act”). The Issuer additionally intends to grant the unique purchasers of the Notes a 13-day choice to buy as much as a further $ 18.75 million in combination principal quantity of the Notes.
The Notes will represent senior unsecured obligations of the Issuer, might be totally and unconditionally assured by the Firm on a senior unsecured foundation and can bear curiosity payable semi-annually in arrears. The Notes will mature on March 15, 2026, except they’re redeemed, redeemed or exchanged earlier. Noteholders might be entitled to alternate their Notes for Widespread Shares of the Firm beneath sure circumstances and through specified intervals. The Notes might be settled for money, frequent shares of the Firm or a mixture of money and customary shares of the Firm, on the possibility of the issuer.
The Issuer expects to make an intercompany mortgage to the Firm of the entire internet proceeds of this providing. The corporate intends to make use of a portion of this mortgage to pay for the price of the capped buy transactions described beneath, and to make use of as much as roughly $ 41.3 million of this mortgage to redeem all excellent 10.50% Sequence E convertible most popular shares of the corporate (assuming the redemption happens on April 10, 2021, all such shares stay excellent till that date and none of those shares are transformed into odd shares of the corporate earlier than this repurchase). The corporate intends to make use of the rest of this mortgage for working capital and different normal enterprise functions. If the unique purchasers train their choice to buy further notes, the issuer expects to make an intercompany mortgage to the corporate of the entire internet proceeds from the sale of further notes, which the corporate intends to make use of to pay the price of the extra notes. ‘name capped transactions and for working capital and different normal company functions. The corporate might also use a portion of the online proceeds of those loans for the acquisition or funding in applied sciences, options or companies that complement the enterprise of the corporate, though it has no dedication to enter into any transactions. such acquisitions or investments presently. .
With respect to ticket pricing, the Firm expects to enter into privately negotiated capped buy transactions with a number of of the Preliminary Purchasers and / or their respective associates or different monetary establishments (the “Choice Counterparties”). “). Capped buy transactions are anticipated to cowl, topic to customary changes, the variety of frequent shares of the Firm that originally underlie the Notes. Capped buy transactions are anticipated to cut back or offset the potential dilution of the Firm’s frequent inventory because of any alternate of Notes and / or offset any money funds that the issuer is required to make. carry out in extra of the principal quantity of the tickets exchanged. , because the case could also be, with such discount and / or compensation topic to a cap. If the preliminary purchasers train their choice to buy further Notes, the Firm expects to enter into further capped buy transactions with the counterparties to the choice.
As a part of establishing their preliminary hedges of capped buy transactions, possibility counterparties and / or their respective associates might buy frequent shares of the corporate and / or enter into varied by-product transactions on frequent shares of the corporate concurrently or shortly thereafter, the value of the Notes, together with with sure buyers within the Notes. Such exercise might improve (or cut back the extent of any lower) available in the market value of the Firm’s frequent shares or the Notes at the moment.
As well as, possibility counterparties and / or their respective associates might change their hedging positions by coming into into or unwinding varied derivatives on the frequent inventory of the corporate and / or shopping for or promoting frequent inventory of the corporate or ” different securities in secondary market transactions following the value of the Notes and previous to the maturity of the Notes (and that is more likely to be the case on every train date for capped buy transactions, that are anticipated to happen in the course of the 40 buying and selling day interval starting on the forty first buying and selling day offered earlier than the maturity date of the Notes). This exercise might additionally trigger or forestall a rise or lower available in the market value of the Firm’s frequent shares or the Notes, which might have an effect on the power of Noteholders to alternate the Notes and, to the extent that exercise continues. produced throughout any Statement Interval associated to a Be aware alternate, this might have an effect on the variety of frequent shares of the Firm and the worth of the consideration that Noteholders will obtain upon the alternate of the Notes.
Neither the Notes, nor any of the frequent shares of the Firm issuable upon alternate of the Notes, have been or might be registered beneath the Securities Act or the securities legal guidelines of the Firm. State and, except so registered, is probably not supplied or bought in the USA absent registration or an relevant exemption or in reference to a transaction not topic to registration necessities. of the Securities Act and different relevant securities legal guidelines.
This press launch is neither a proposal to promote nor a solicitation of a proposal to purchase securities, nor does it represent a proposal, solicitation or sale of securities in any jurisdiction by which such a proposal, solicitation or sale can be unlawful previous to registration or qualification beneath the securities legal guidelines of such jurisdiction. The Notes might be supplied to certified institutional purchasers in accordance with Rule 144A beneath the Securities Act.
About Avid Bioservices, Inc.Avid Bioservices, Inc. is a contract improvement and manufacturing group (CDMO) devoted to the CGMP improvement and manufacture of biopharmaceutical drug substances derived from mammalian cell tradition. The corporate affords a full vary of course of improvement, scientific and business CGMP manufacturing companies for the biotechnology and biopharmaceutical industries. With 28 years of expertise within the manufacturing of monoclonal antibodies and recombinant proteins, the corporate’s companies embody the manufacture of scientific and business CGMP drug substances, bulk packaging, launch and stability testing, and assist for regulatory submissions. For start-up applications, the corporate affords quite a lot of course of improvement actions, together with upstream and downstream improvement and optimization, analytical methodology improvement, testing and characterization. The corporate’s scope of companies ranges from stand-alone course of improvement tasks to complete improvement and manufacturing applications to commercialization.
Ahead-looking statementsStatements on this press launch that aren’t purely historic, together with statements relating to the intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the corporate are forward-looking statements. throughout the which means of the Personal Securities Litigation Reform Act. from 1995. These forward-looking statements embody statements relating to the proposed transaction and the supposed use of the online proceeds from the transaction, and contain dangers and uncertainties. The enterprise of the Firm might be affected by various different elements, together with danger elements listed now and again in its studies filed with the Securities and Alternate Fee, together with, however not restricted to, the corporate’s annual report on Kind 10-Okay for the fiscal 12 months ended April 30, 2020 and subsequent quarterly studies on Kind 10-Q, in addition to any updates to those danger elements filed now and again in different paperwork filed by the corporate with the Securities and Alternate Fee. The corporate cautions buyers to not place undue reliance on forward-looking statements contained on this press launch, and the corporate disclaims all obligations, and doesn’t undertake, to replace or revise any forward-looking statements on this press launch. launch, besides to the extent that this can be required by regulation.
Contacts: Stephanie Diaz (Traders) Vida Strategic Companions 415-675-7401 [email protected] Tim Brons (Media) Vida Strategic Companions 415-675-7402 [email protected]
Supply: Avid Bioservices, Inc