SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Aug. 9, 2012--
Exelixis, Inc. (Nasdaq: EXEL) today announced the pricing of its
concurrent underwritten public offering of 30 million shares of newly
issued common stock at a price to the public of $4.25 per share and $250
million aggregate principal amount of its 4.25% convertible senior
subordinated notes due 2019. Exelixis also granted the underwriters a
30-day option to purchase up to an additional 4.5 million shares of its
common stock and up to an additional $37.5 million aggregate principal
amount of the convertible senior subordinated notes in connection with
the offerings. All of the shares and the notes in the offerings are
being sold by Exelixis. Exelixis anticipates that its aggregate net
proceeds from the concurrent offerings will be $361.9 million after
deducting the underwriting discount and estimated offering expenses
payable by Exelixis (assuming no exercise of the underwriters' option to
purchase additional shares of common stock and notes). The notes will be
the general unsecured senior subordinated obligations of Exelixis
(except to the extent of an interest escrow account holding net proceeds
from the notes offering sufficient to fund, when due, the total
aggregate amount of the first six scheduled semi-annual interest
payments on the notes, excluding additional interest, if any). The notes
will bear interest at a rate equal to 4.25% per year, payable
semiannually in arrears on February 15 and August 15 of each year,
beginning on February 15, 2013. The notes will mature on August 15, 2019.
The notes will be convertible by the holders beginning on May 15, 2019,
or earlier upon the occurrence of certain events. The notes will be
convertible at an initial conversion rate of 188.2353 shares per $1,000
principal amount of notes, equivalent to an initial conversion price of
approximately $5.31 per share. The initial conversion price represents a
premium of approximately 25% to the public offering price of Exelixis’
shares in the common stock offering. The conversion rate will be subject
to adjustment upon certain events, but will not be adjusted for accrued
and unpaid interest. Upon conversion, the notes may be settled, at
Exelixis' election, in cash, shares of Exelixis common stock, or a
combination of cash and shares of Exelixis common stock. Exelixis may
redeem some or all of the notes for cash under certain circumstances on
or after August 15, 2016.
Exelixis currently expects to use the net proceeds from the offerings
for general corporate purposes, including for clinical trials, research
and development, capital expenditures, working capital, funding the
interest escrow account, and the payment of a consent fee to entities
affiliated with Deerfield Management Company L.P. with respect to
secured convertible notes Exelixis previously issued to such entities.
Goldman, Sachs & Co. and Cowen and Company are acting as joint
book-running managers and Piper Jaffray & Co., Stifel Nicolaus Weisel
and William Blair & Company, L.L.C. are acting as co-managers for the
common stock offering. Goldman, Sachs & Co. is acting as sole book
running manager, Cowen and Company is acting as joint lead manager, and
Citigroup, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
LLC are acting as co-managers for the convertible senior subordinated
note offering. The common stock offering and the convertible senior
subordinated note offering are being conducted as separate public
offerings by means of separate prospectus supplements filed as part of a
shelf registration statement previously filed with the Securities and
Exchange Commission (SEC) on Form S-3, and neither of these offerings is
contingent upon the consummation of the other.
Exelixis expects to close the offerings on or about August 14, 2012,
subject to customary closing conditions.
This announcement does not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. This press release is
being issued pursuant to and in accordance with Rule 134 under the
Securities Act of 1933, as amended. Any offer, if at all, will be made
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. Copies of the
prospectus supplements and base prospectus relating to the offerings may
be obtained, when available, from Goldman, Sachs & Co. (200 West Street,
New York, New York 10282, Attn: Prospectus Department, Phone:
1-866-471-2526, Fax: 212-902-9316, Email: prospectus-ny@ny.email.gs.com)
or from Cowen and Company (c/o Broadridge Financial Services., 1155 Long
Island Avenue, Edgewood, NY11717, Attn: Prospectus Department, Phone:
631-274-2806, Fax: 631-254-7140). Exelixis intends to file a final
prospectus supplement relating to each offering with the SEC, which will
be available along with the prospectus filed with the SEC in connection
with the shelf registration statement, on the SEC's website at www.sec.gov.
About Exelixis
Exelixis, Inc. is a biotechnology company committed to developing small
molecule therapies for the treatment of cancer.
Forward-Looking Statements
This announcement contains forward-looking statements, including
statements relating to Exelixis' expectations regarding the completion
of the proposed public offerings and the amount and use of the
anticipated net proceeds therefrom. These statements are subject to
significant risks and uncertainties and actual results could differ
materially from those projected. Exelixis cautions investors not to
place undue reliance on the forward-looking statements contained in this
release. These risks and uncertainties include, without limitation,
risks and uncertainties related to satisfaction of customary closing
conditions related to the public offerings. There can be no assurance
that Exelixis will be able to complete either public offering on the
anticipated terms, or at all. Risks and uncertainties relating to
Exelixis and these offerings can be found in the "Risk Factors" section
of the prospectus supplements related to the proposed offerings to be
filed with the SEC. Exelixis undertakes no duty or obligation to update
any forward-looking statements contained in this release as a result of
new information, future events or changes in Exelixis' expectations.
Source: Exelixis, Inc.
Exelixis, Inc.
Charles Butler, 650-837-7277
Vice President
Corporate
Communications & Investor Relations
cbutler@exelixis.com
