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PDL BioPharma, Inc. Announces Proposed $135 Million Public Offering of New Convertible Senior Notes Due 2015
Date:5/9/2011

 The Company also expects to enter into privately negotiated warrant transactions with the hedge counterparties initially relating to the same number of shares of the Company's common stock. The warrant transactions could have a dilutive effect or to the extent that the market price per share of the Company's common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants. In addition, if the underwriters exercise their option to purchase additional notes, we expect that the number of shares underlying the convertible note hedge transactions and warrant transactions will be increased to correspond to the number of shares underlying all convertible notes, including the additional notes.

The Company has been advised that in connection with establishing their initial hedge of the convertible note hedge transactions and warrant transactions, the hedge counterparties or their affiliates expect to purchase the Company's common stock in privately negotiated transactions and/or open market transactions and/or enter into derivative transactions with respect to the Company's common stock concurrently with, or shortly following the pricing of the convertible notes. In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding derivatives with respect to the Company's common stock and/or by purchasing or selling the Company's common stock in privately negotiated transactions and/or open market transactions following the pricing of the convertible notes (and are likely to do so during any period following a conversion of convertible notes). Any of these hedging activities could also impact the market price of the Company's common stock.

The Company intends to use the net proceeds from this offering to pay the cost of the convertible note hedge transactions and to repurchase from time to time or redeem, at the Company's election, the $133.5 million aggregate princ
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SOURCE PDL BioPharma, Inc.
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