ImmunoGen Announces Proposed $100 Million Offering of Convertible Senior Notes Due 2021
14 June 2016 - 6:01AM
Business Wire
ImmunoGen, Inc. (NASDAQ: IMGN) today announced its intention to
offer and sell to the initial purchasers, subject to market and
other conditions, $100 million aggregate principal amount of
convertible senior notes due 2021 (the “Notes”) in a private
placement. The Notes will be offered by the initial purchasers only
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Act”). The sale is
expected to close on June 20, 2016. ImmunoGen also intends to grant
the initial purchasers of the Notes an option, exercisable for 30
days, to purchase up to an additional $15 million aggregate
principal amount of the Notes on the same terms and conditions to
cover over-allotments, if any.
The Notes will be senior unsecured obligations of ImmunoGen, and
interest will be payable semi-annually. The Notes will be
convertible by the holders at their option at any time prior to the
close of business on the business day immediately preceding the
maturity date of July 1, 2021. Upon conversion, the holders will
receive shares of ImmunoGen’s common stock. Upon specified
corporate events, subject to certain conditions, holders may
require ImmunoGen to repurchase for cash all or part of their Notes
at a price equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest. Following certain
corporate events that occur prior to the stated maturity date,
ImmunoGen will increase the conversion rate for a holder who elects
to convert the Notes in connection with such a corporate event in
certain circumstances. The interest rate, initial conversion rate
and other terms of the Notes will be determined at the time of
pricing of the offering.
ImmunoGen intends to the use net proceeds of the offering for
its operations, including but not limited to clinical trial
expenditures, including the manufacture of ImmunoGen’s experimental
therapies, other research and development expenditures, and other
corporate purposes, capital expenditures and working capital.
The Notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Act. Neither the Notes nor the
shares of ImmunoGen’s common stock issuable upon conversion of the
Notes have been registered under the Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
This press release 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 is unlawful. Any offers of the securities will
be made only by means of a private offering memorandum pursuant to
Rule 144A under the Act.
About ImmunoGen
ImmunoGen is a clinical-stage biotechnology company that
develops targeted cancer therapeutics using its proprietary
antibody-drug conjugate (“ADC”) technology. ImmunoGen’s lead
product candidate, mirvetuximab soravtansine, is being advanced to
Phase 3 testing for FRα-positive platinum-resistant ovarian cancer,
and is also in Phase 1b/2 testing in combination regimens for
earlier-stage disease. ImmunoGen’s ADC technology is used in
Roche's marketed product, Kadcyla®, and in two other clinical-stage
ImmunoGen product candidates, and in programs in development by
partners Amgen, Bayer, Biotest, CytomX, Lilly, Novartis, Sanofi and
Takeda.
Forward-Looking Statements
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, including statements
about whether or not we will offer the Notes or consummate the
offering, the anticipated terms of the Notes and the offering, and
the anticipated use of the proceeds from the offering. Actual
results or developments may differ materially from those projected
or implied in these forward-looking statements. Factors that may
cause such a difference include, without limitation, risks and
uncertainties related to whether or not we will be able to raise
capital through the sale of the Notes, the final terms of the
proposed offering, market and other conditions, the satisfaction of
customary closing conditions related to the proposed offering and
the impact of general economic, industry or political conditions in
the United States or internationally. There can be no assurance
that we will be able to complete the proposed offering on the
anticipated terms, or at all. You should not place undue reliance
on these forward-looking statements, which apply only as of the
date of this press release. Additional risks and uncertainties
relating to the proposed offering, ImmunoGen and our business can
be found under the heading “Risk Factors” in the filings that we
periodically make with the Securities and Exchange Commission. In
addition, the forward-looking statements included in this press
release represent our views as of the date of this press release.
We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of
this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20160613006402/en/
ImmunoGen, Inc.For Investors:Carol Hausner,
781-895-0600info@immunogen.comorFor Media:Michael Lampe,
484-575-5040michael@scientpr.com
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