Conceptus holders may put 5% convertibles or convert at higher rate due to fundamental change

By Marisa Wong

Madison, Wis., June 5 - Conceptus, Inc. delivered a notice to holders of its 5% convertible senior notes due 2031 of a make-whole fundamental change in connection with its acquisition by Bayer HealthCare LLC.

According to an 8-K filing with the Securities and Exchange Commission, holders have the right to require the company to purchase for cash all of their notes on June 25, the fundamental change purchase date.

The company will purchase the notes at a price of $1,001.39 per $1,000 principal amount. The purchase price is equal to par plus accrued interest to the fundamental change purchase date.

Based on the amount of notes outstanding as of May 31, the company would need $50,109,500 to purchase all of the notes.

Holders must tender their notes by the close of business on June 24.

As an alternative to tendering their notes for purchase, holders may also convert their notes at any time until June 24.

Holders will receive a cash amount equal to the conversion rate in effect multiplied by $31.00.

The conversion rate for the period from June 5, the effective date of the make-whole fundamental change, to 5 p.m. ET on June 24 will be 61.9152 shares of common stock per $1,000 principal amount of notes. The conversion rate during this period is 1.0787 shares more than the existing conversion rate.

Conceptus is a Mountain View, Calif.-based maker of birth control devices.

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