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ViroPharma tenders for any and all 2% convertibles after acquisition
By Jennifer Chiou
New York, Jan. 24 - ViroPharma Inc. announced the launch of its tender offer for any and all of its 2% convertible senior notes due 2017 following the completed acquisition of ViroPharma by Shire plc.
According to a news release, Shire wrapped the tender offer for all of the outstanding shares of ViroPharma, completed the merger of ViroPharma into Venus Newco, Inc., a wholly owned subsidiary of Shire, and terminated trading of ViroPharma stock on Nasdaq.
In addition, the directors of ViroPharma were replaced with the directors of Venus Newco, Inc. This resulted in a fundament change under the note indenture and triggered the repurchase offer.
Holders may require ViroPharma to repurchase all of their convertibles on Feb. 25, the fundamental change repurchase date.
Holders who surrender their notes prior to 5 p.m. ET on Feb. 25 will receive par plus accrued interest to the purchase date.
On Nov. 11, the company entered into an agreement to be acquired by Shire Pharmaceutical Holdings Ireland Ltd. for $50.00 per share. As a result, the notes were convertible until the fundamental change repurchase date.
Because the merger occurred, it constituted an additional fundamental change, and the notes will be convertible until 30 trading days after the effective date of the merger, or March 10.
The conversion rate for any notes converted prior to March 10 is 53.8224.
The paying agent and conversion agent is Wilmington Trust Co. (attn: Corporate Client Services, Rodney Square North, 1100 North Market Street, Wilmington, Del. 19890).
ViroPharma is a biopharmaceutical company based in Exton, Pa.
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