CAMBRIDGE, Mass., Nov. 28 /PRNewswire-FirstCall/ -- Vertex Pharmaceuticals
Incorporated (Nasdaq: VRTX) announced today that five holders of its 5.75%
Convertible Senior Subordinated Notes due 2011 have agreed to exchange
approximately $95.0 million in aggregate principal amount of those notes held
by them for approximately 6.7 million shares of the Company's common stock,
which is approximately 390,000 shares more than the number of shares into
which the bonds were convertible under their original terms. The additional
shares largely relate to unpaid and accrued 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 November 29, 2005. 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 $137.5 million.
Upon issuance of the common stock in exchange for the notes, the Company will
have approximately 106 million shares of common stock outstanding.
The Company intends to file a registration statement in December 2005
covering the resale of approximately 5.1 million shares of the common stock
issued in the exchanges.
The Company expects to incur a non-cash charge of approximately $9.8
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 year-end 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, 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 November 29,
2005; (ii) Vertex estimates that it will incur a non-cash charge of
approximately $9.8 million in connection with the note exchanges described
above; and (iii) Vertex intends to file a registration statement in December
2005 covering the resale 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, 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
 back to top
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
|
