The Medicines Company Announces Intention to Offer $200 Million of Convertible Notes
he Medicines Company (NASDAQ: MDCO) (the "Company") today announced that it proposes to offer $200 million aggregate principal amount of its convertible senior notes due 2017, subject to market conditions and other factors. The notes are to be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be convertible, upon certain conditions, into cash up to their principal amount and, with respect to any excess conversion value, shares of the Company's common stock. The interest rate, conversion rate, offering price and other terms will be determined by negotiations among the Company and the initial purchasers of the notes. The Company also expects to grant to the initial purchasers an option to purchase up to an additional $30 million aggregate principal amount of the notes.
The Company expects to use a portion of the net proceeds of the offering to repurchase up to an aggregate of $50 million of its common stock from purchasers of notes in privately negotiated transactions effected through one of the initial purchasers. The price of the common stock repurchased in such transactions is expected to equal the last reported sale price per share of the Company's common stock on the date of the pricing of the offering. This activity could increase, or prevent a decrease in, the market price of the Company's common stock or the notes. In the case of repurchases effected concurrently with the offering, this activity could affect the market price of the Company's common stock concurrently with, or shortly after, the pricing of the notes, and could result in a higher effective conversion price for the notes. In addition, following the offering, the Company may from time to time repurchase additional shares of its common stock and may use net proceeds from the offering to make such repurchases. Any future repurchases could affect the market price of the Company's common stock or the notes.
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