ViroPharma's 2% notes convertible in connection with merger agreement

By Angela McDaniels

Tacoma, Wash., Nov.14 - ViroPharma Inc.'s 2% convertible senior notes due 2017 are convertible, according to an 8-K filing with the Securities and Exchange Commission.

On Nov. 11, the company entered into an agreement to be acquired by Shire Pharmaceutical Holdings Ireland Ltd. for $50 per share, which will constitute a fundamental change. As a result, the notes are convertible until the fundamental change repurchase date, which will be no earlier than 20 calendar days after the completion of Shire's tender offer for Viropharma's shares. The tender offer will begin no later than Nov. 25.

If the merger occurs, it will constitute an additional fundamental change, and the notes will be convertible until 30 trading days after the effective date of the merger.

The company expects its common stock to be delisted from the Nasdaq Global Select Market in connection with the acquisition. If the delisting occurs, it will also constitute an additional fundamental change, and the notes will be convertible until the fundamental change repurchase date for the delisting, which will be no earlier than 20 calendar days after the delisting.

The company currently expects the effective date of the tender offer, the merger and the delisting to be the 30th trading day after Nov. 14.

ViroPharma is a biopharmaceutical company based in Exton, Pa.

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