CAMBRIDGE, Mass., Aug. 3 /PRNewswire-FirstCall/ -- Vertex
Pharmaceuticals Incorporated (Nasdaq: VRTX) announced today that three
holders of its 5.75% Convertible Senior Subordinated Notes due 2011 have
agreed to exchange approximately $58.3 million in aggregate principal
amount of those notes held by them for approximately 4.1 million shares of
the Company's common stock, which is approximately 159,000 shares more than
the number of shares into which the bonds were convertible under their
original terms. The additional shares largely relate to unpaid interest
through February 2007, when the notes would have been callable by the
Company.
The Company anticipates that the exchanges will be completed by the
close of business on August 9, 2006. Upon completion of the exchanges, the
aggregate principal amount of the Company's 5.75% Convertible Senior
Subordinated Notes due 2011 will be reduced to approximately $59.6 million.
Upon issuance of the common stock in exchange for the notes, the Company
will have approximately 115 million shares of common stock outstanding.
The Company intends to file a registration statement in August 2006
covering the resale of approximately 136,500 shares of the common stock
issued in the exchanges.
The Company expects to incur a non-cash charge of approximately $5.0
million as a result of the exchanges. This charge is related to the
incremental shares to be issued in the transaction over the number that
would have been issued upon conversion of the notes under their original
terms, and will be reported in the Company's third quarter 2006 financial
results.
This announcement is neither an offer to exchange nor a solicitation of
an offer to exchange any of these securities. The exchanges are exempt from
registration under Section 3(a)(9) of the Securities Act of 1933.
About Vertex
Vertex Pharmaceuticals Incorporated is a global biotechnology company
committed to the discovery and development of breakthrough small molecule
drugs for serious diseases. The Company's strategy is to commercialize its
products both independently and in collaboration with major pharmaceutical
companies. Vertex's product pipeline is principally focused on viral
diseases, inflammation, autoimmune diseases and cancer. Vertex
co-discovered the HIV protease inhibitor, Lexiva, with GlaxoSmithKline.
Lexiva is a registered trademark of the GlaxoSmithKline group of
companies.
Safe Harbor Statement
This press release may contain forward-looking statements, including
statements that (i) Vertex expects to close the transactions on August 9,
2006; (ii) Vertex estimates that it will incur a non-cash charge of
approximately $5.0 million in connection with the note exchanges described
above; and (iii) Vertex intends to file a registration statement in August
2006 covering the resale of approximately 136,500 shares of the common
stock. While management makes its best efforts to be accurate in making
forward- looking statements, those statements are subject to risks and
uncertainties that could cause our results to vary materially. Those risks
and uncertainties include the risk and uncertainty that our estimate of the
amount of the charge will prove to be inaccurate, and other risks and
uncertainties listed under Risk Factors in Vertex's Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 16, 2006.
We disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise, unless required by law.
Vertex's press releases are available at http://www.vrtx.com
Vertex Contact:
Lora Pike, Manager, Investor Relations, (617) 444-6755
SOURCE Vertex Pharmaceuticals Incorporated
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Related links:
http://www.vrtx.com
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CONTACT:
Lora Pike, Manager, Investor Relations of
Vertex, +1-617-444-6755
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