Auxilium announces make-whole conversion for 1.5% notes to March 4

New York, Feb. 3 – Auxilium Pharmaceuticals, Inc. said that its acquisition by Endo International plc has triggered the make-whole provision in the indenture for its 1.5% convertible senior notes due 2018 and holders can take advantage of the increased conversion ratio through March 4.

Investors who convert their notes in the period will receive $425.61 in cash and 14.7745 Endo ordinary shares per $1,000 principal amount.

Auxilium said it will settle all conversions in units of “reference property,” that is, cash and stock in the ratio payable to shareholders in the merger. It had the option to pay units of reference property, cash or a combination.

Auxilium said the make-whole fundamental change occurred because of the completion of its acquisition by Endo and also because its stock no longer trades on Nasdaq.

The merger has also resulted in a fundamental change, which means the notes are convertible until March 5, 2015.

Under the terms of the note indenture, under this provision holders will receive the same payout as holders of the common stock that affirmatively made an election in the merger.

Since these stockholders will receive $9.88 in cash and 0.3430 of an Endo share, the so-called unit of reference property, the payout to noteholders will be $408.83 in cash and 14.1918 Endo shares. This combination will apply to conversion after March 4 and until March 5.

In addition, Auxilium said that in line with the terms of the notes it has begun a tender offer to buy the notes.

The company is offering par in cash for the debt plus accrued interest up to but excluding the purchase date.

The tender runs until 5 p.m. ET on the business day before March 5.

The paying agent and conversion agent for the tender is Wells Fargo Bank, NA.

Endo is a Malvern, Pa., specialty health care company incorporated in Ireland. Auxilium is a Chesterbrook, Pa.-based specialty biopharmaceutical company.

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