SAN DIEGO, March 3 /PRNewswire-FirstCall/ -- NuVasive, Inc. (Nasdaq: NUVA), a medical device company focused on developing products for minimally disruptive surgical treatments for the spine, announced its intention to offer, subject to market and other conditions, approximately $200 million principal amount of Convertible Senior Notes due 2013 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be convertible into shares of NuVasive common stock. NuVasive also expects to grant the initial purchasers an option to purchase up to $30 million of additional notes solely to cover over-allotments. The interest rate, conversion price and other terms of the notes will be determined by negotiations between NuVasive and the initial purchasers of the notes.
NuVasive intends to use the net proceeds from the offering for general corporate purposes, including potential strategic acquisitions. NuVasive also intends to enter into convertible note hedge transactions with the initial purchasers or their affiliates (the "counterparties") and intends to use a portion of the net proceeds from this offering to pay for the cost of the convertible note hedge transactions. The convertible note hedge transactions are intended to increase the effective conversion price of the notes, thereby reducing the dilution experienced by the company's stockholders upon potential future conversion of the notes. The company also intends to enter into separate warrant transactions with the counterparties, which would result in additional proceeds to the company, and would partially offset the cost of the convertible note hedge transactions. If the initial purchasers exercise their over-allotment option, the company will enter into additional convertible note hedge and warrant transactions.
In connection with establishing their initial hedge of these transactions, the counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to the company's common stock and may purchase shares of its common stock concurrently with, or shortly after, the pricing of the notes. These activities could have the effect of increasing, or preventing a decline in, the price of common stock concurrently with or following the pricing of the notes.
In addition, the counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to the common stock or by selling or purchasing the common stock in secondary market transactions following the pricing of the notes and are likely to do so following any conversion of the notes and during the 84 scheduled trading day period prior to the maturity date, which could adversely affect the price of the common stock and of the notes or could have the effect of increasing or preventing a decline in the price of the common stock.
This announcement is neither an offer to sell nor a solicitation to buy any of the securities described herein and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered in the United States only to qualified institutional buyers in reliance on rule 144A under the Securities Act. Unless so registered, the notes and common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
NuVasive cautions you that statements included in this press release
that are not a description of historical facts are forward-looking
statements that involve risks, uncertainties, assumptions and other factors
which, if they do not materialize or prove correct, could cause NuVasive's
results to differ materially from historical results or those expressed or
implied by such forward-looking statements. There can be no assurance that
the transactions contemplated in this announcement will be completed.
NuVasive assumes no obligation to update any forward-looking statement to
reflect events or circumstances arising after the date on which it was
Kevin C. O'Boyle
EVP & Chief Financial Officer
|SOURCE NuVasive, Inc.|
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