InterMune makes make-whole fundamental change offer for convertibles

By Susanna Moon

Chicago, Oct. 2 – InterMune, Inc. began a tender offer for its 2.5% convertible senior notes due 2018, according to an 8-K filing with the Securities and Exchange Commission.

The change-of-control offer is a result of the company’s merger with Klee Acquisition Corp. on Sept. 29.

Under the merger agreement, the company began a cash tender offer for all of the outstanding shares at $74.00 each.

The company’s stock (Nasdaq: ITMN) closed at $73.89 on Sept. 26.

The Bank of New York Mellon Trust Co., NA is the paying agent.

The merger constituted a make-whole fundamental change, the filing said, and Sept. 29 is the effective date.

But because the merger payment exceeded the price limit of $70.00 per share, no additional shares will be added to the conversion rate with no adjustment to the conversion rate.

The notes will remain convertible at any time and may now only be converted into the merger payment that noteholders would have been entitled to receive upon the completion of the merger had each $1,000 principal amount of the notes been converted into a number of common shares equal to the conversion rate immediately prior to the merger.

Brisbane, Calif.-based InterMune is a biotech concern focused on treatments for pulmonary, infectious and hepatic diseases.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.