SUNNYVALE, Calif., July 30 /PRNewswire-FirstCall/ --
Scios Inc. (Nasdaq: SCIO) today announced that it has agreed to sell
$150 million in aggregate principle amount of 5.50% convertible subordinated
notes due August 15, 2009 through a private placement to qualified
institutional buyers. The company also granted the initial purchasers a
30-day option to acquire up to an additional $25 million in principal amount
to cover over-allotments. The notes will be convertible at the option of the
holders into shares of Scios Inc. common stock initially at a conversion price
of $39.30, representing a conversion premium of 23% over today's closing
price.
The company intends to use a portion of the net proceeds to repay
outstanding indebtedness and the remaining amount for general corporate
purposes.
The notes and the common stock issuable upon conversion have not been
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, and have been privately offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of
1933, as amended. Unless so registered, the notes and common stock issuable
upon conversion of the notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.
Scios Inc.
Scios is a biopharmaceutical company developing novel treatments for
cardiovascular and inflammatory disease. The company's disease-based
technology platform integrates expertise in protein biology with computational
and medicinal chemistry to identify novel targets and rationally design small
molecule compounds for large markets with unmet medical needs.
Forward-Looking Safe Harbor Statement
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. We generally identify such forward-looking statements
using words like "believe," "intend," "expect," "may," "should," "plan,"
"project," "contemplate," "anticipate" or similar statements. Statements
that are not historical facts are forward-looking statements based on current
assumptions that involve risks and uncertainties. These risks and
uncertainties may include the sales penetration and success of Natrecor, the
success of clinical trials of Natrecor our pipeline products, including SCIO-
469 and inhibitors to TGF-beta and our ability to partner the development and
commercialization of our pipeline products and Natrecor (outside the U.S. and
Europe) with third parties on favorable terms, or at all, as well as the other
risks detailed from time to time in the reports filed by Scios with the SEC,
including the company's quarterly reports and annual report on Form 10-K.
Actual results, performance or achievements of Scios may differ significantly
from those described in these forward-looking statements. Scios disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
SOURCE Scios Inc.
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Related links:
http://www.sciosinc.com
CONTACT:
media & investors, Suzanne Beveridge of Scios
Inc., +1-408-616-2947; media, Jim Weiss of WeissCom Partners,
+1-415-260-1274; or investors, Fern Lazar of Lazar Partners,
+1-212-867-1765, both for Scios Inc.
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