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Orexigen Therapeutics, Inc. Prices Offering of $100 Million of Convertible Senior Notes
Date:12/3/2013

SAN DIEGO, Dec. 3, 2013 /PRNewswire/ -- Orexigen® Therapeutics, Inc. (Nasdaq: OREX) (the "Company"), a biopharmaceutical company focused on the treatment of obesity, today announced that it priced its offering of $100 million aggregate principal amount of convertible senior notes due 2020 (the "Notes").  The Notes were offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").  In connection with the offering of the Notes, the Company has granted the initial purchasers a 13-day option to purchase up to an additional $15 million aggregate principal amount of such Notes.

Upon conversion, the Notes will be settled in shares of the Company's common stock (together with cash in lieu of any fractional shares). However, if the Company receives stockholder approval in accordance with the Nasdaq Listing Standards, the Company will settle conversions of the Notes through payment or delivery, as the case may be, of cash, shares of Company's common stock or a combination thereof, at the Company's election.

The Notes will pay interest semi-annually at a rate of 2.75% per year. The Notes will mature on December 1, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. Prior to September 1, 2020, the Notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the business day immediately preceding the maturity date. Holders of the Notes will have the right to require the Company to repurchase all or some of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events. The conversion rate for the Notes will initially be 122.1
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SOURCE Orexigen Therapeutics, Inc.
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