InterMune: Merger to trigger fundamental change under 5% convertibles

By Susanna Moon

Chicago, Sept. 5 – InterMune, Inc. said it expects a fundamental change to occur under its outstanding 5% convertible senior notes due 2015 related to its merger plans.

The offer price for the shares tender offer exceeds the price limit of $50.00 per share under the notes indenture, so the make-whole increase will be zero and there will be no corresponding adjustment to the conversion rate, according to a company press release.

The company said it inked a merger agreement with Roche Holdings, Inc. and Klee Acquisition Corp., a wholly owned subsidiary of the parent, on Aug. 22, with closing slated for Sept. 29.

The company is offering to purchase all of the outstanding common shares at $74.00 per share until Sept. 26.

The biotechnology company is based in Brisbane, Calif.

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