ViroPharma exchange runs through April 26

New York, March 22 - ViroPharma Inc. disclosed further details of its planned exchange offer for its existing 6% convertible subordinated notes due 2007 including the expiration date of the offer which will be midnight ET on April 26.

ViroPharma said Friday that it plans to offer new convertibles in exchange for its existing 6% convertible subordinated notes due 2007 and will also offer for cash $25 million of the new securities.

Under the terms of the exchange, ViroPharma will offer up to $99.1225 million principal amount of 6% convertible senior Plus Cash Notes in exchange for up to all its existing $127.9 million principal amount of 6% convertibles.

ViroPharma said the exchange is intended to extend the maturity of its debt by more than two years, which, the company said, would be "more consistent with its current business plans."

The exchange will also "significantly" reduce the conversion price of the notes.

The extra cash will provide resources to execute the business and operational plans.

According to an S-3 and S-4 registration statement filed with the Securities and Exchange Commission Monday, ViroPharma is offering $775 principal amount of the new convertibles for each $1,000 principal amount of the existing convertibles.

The new Plus Cash convertibles will be convertible into $500 in cash plus stock for each $1,000 principal amount. The amount of stock will be set by dividing $452.38 by the daily volume weighted average trading price of the company's stock for the 10 trading days ending on the second trading day before the expiration of the tender offer.

There is an auto conversion feature if the stock trades at a price above $1,000 divided by the number of shares to be issued per note on conversion on 20 out of 30 trading days.

For conversions before June 1, 2006 there is a coupon make-whole.

The existing convertibles convert at $109.15. ViroPharma stock closed at $2.72 Monday.

Interest on the new convertibles will be at 6% payable in cash or stock at ViroPharma's option.

They will mature on June 1, 2009 and be callable from June 1, 2006 onwards.

Piper Jaffray & Co. is dealer manager for the exchange and placement agent for the cash offer (contact Jeffrey Winaker or Brian Sullivan at 415 984-5142).

ViroPharma, an Exton, Pa. pharmaceutical company, said it has filed a registration statement with the Securities and Exchange Commission but it has not yet become effective.

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