CAMBRIDGE, Mass., Sept. 9 /PRNewswire-FirstCall/ -- Vertex Pharmaceuticals
Incorporated (Nasdaq: VRTX) announced today that four holders of its 5%
Convertible Subordinated Notes due 2007 have agreed to exchange $40,450,000 in
aggregate principal amount plus approximately $955,000 of accrued interest on
those notes for approximately 2,452,000 shares of the Company's common stock.
The Company anticipates that the exchanges will be completed by the close
of business today. Upon completion of the exchanges, the aggregate principal
amount of the Company's 5% Convertible Subordinated Notes due 2007 will be
reduced to approximately $42.1 million in aggregate principal amount. Upon
issuance of the common stock in exchange for the notes, the Company will have
approximately 98.3 million shares of common stock outstanding.
The Company expects to incur a non-cash charge of approximately $36.0
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 2005 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-promotes
the HIV protease inhibitor, Lexiva(R), with GlaxoSmithKline.
Lexiva(R) is a registered trademark of the GlaxoSmithKline group of
companies.
Safe Harbor Statement
This press release may contain forward-looking statements, including
statements that Vertex expects to close the transactions on September 9, 2005
and that Vertex estimates that it will incur a non-cash charge of
approximately $36.0 million in connection with the note exchanges described
above. 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, 2005. 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 Contacts:
Lynne H. Brum
VP, Corporate Communications and Financial Planning
(617) 444-6614
Michael Partridge,
Director, Corporate Communications
(617) 444-6108
Lora Pike
Manager, Investor Relations
(617) 444-6755
SOURCE Vertex Pharmaceuticals Incorporated
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Related links:
http://www.vrtx.com
Company News On-Call:
http://www.prnewswire.com/comp/938395.html
CONTACT:
Lynne H. Brum, VP, Corporate Communications
and Financial Planning, +1-617-444-6614, or Michael Partridge,
Director, Corporate Communications, +1-617-444-6108, or Lora
Pike, Manager, Investor Relations, +1-617-444-6755, all of Vertex
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