Corium Announces Offer to Purchase for Cash Any and All of the $120,000,000 Aggregate Outstanding Principal Amount of 5.00% C...
December 17 2018 - 9:30AM
Corium International, Inc., a Delaware corporation (“Corium”, the
“Issuer”, “we”, “us” or “our”), today announced that, as a result
of its acquisition by Gurnet Point Capital on November 27, 2018, it
has commenced an offer to purchase any and all of its outstanding
5.00% Convertible Senior Notes due 2025, CUSIP No. 21887LAA5 (the
“Notes”), issued and outstanding under the Indenture, dated as of
March 5, 2018, as amended by the First Supplemental Indenture,
dated as of November 27, 2018, as may be further amended or
supplemented from time to time, (the “Indenture”), between the
Issuer and U.S. Bank National Association, as trustee (the
“Trustee”) for cash, upon the terms and conditions set forth in the
Fundamental Change Notice and Offer to Purchase and in the
accompanying Letter of Transmittal, at the Fundamental Change
Purchase Price (as defined below) (the “Fundamental Change
Repurchase”).
The Fundamental Change Repurchase is being made pursuant to
Section 4.02 of the Indenture, which provides that, on or before
the twentieth (20th) calendar day after the occurrence of a
Fundamental Change (as defined in the Indenture), the Issuer shall
make an offer to each registered holder of Notes (“Holder”) to
repurchase all or any part (equal to $1,000 in principal amount or
an integral multiple of $1,000 in excess thereof) of each Holder’s
Notes at a purchase price for any Note in an amount in cash equal
to the principal amount of such Note, plus accrued and unpaid
interest on such Note to, but excluding, the Fundamental Change
Repurchase Date (as defined below) for such Fundamental Change (the
“Fundamental Change Purchase Price”). Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered, whose
unpurchased portion must be equal to $1,000 in principal amount or
an integral multiple of $1,000 in excess thereof. There are no
conditions to the Fundamental Change Repurchase.
On October 11, 2018, Corium entered into an Agreement and Plan
of Merger with Gurnet Holding Company (“Parent”) and Gurnet Merger
Sub, Inc. (“Merger Sub”), providing for the acquisition of Corium
by Parent in a two-step transaction, consisting of a tender offer
(the “Offer”) followed immediately by a merger of Merger Sub with
and into Corium (the “Merger”). On November 27, 2018, Parent
completed its acquisition of Corium by consummating the Merger with
Corium continuing as the surviving corporation and a wholly-owned
subsidiary of Parent. The consummation of the Merger constitutes a
Fundamental Change as defined in the Indenture. Accordingly, we are
making the Fundamental Change Repurchase pursuant to the
requirements and subject to the terms of Section 4.02 of the
Indenture.
Subject to the terms and conditions of the Fundamental Change
Repurchase (including, if the Fundamental Change Repurchase is
extended or amended, the terms and conditions of any such extension
or amendment) and applicable law, we will purchase, by accepting
for payment, and will pay the Fundamental Change Purchase Price
for, all Notes validly tendered (and not withdrawn) pursuant to the
Fundamental Change Repurchase on the second (2nd) business day
following the Expiration Date (the “Fundamental Change Repurchase
Date”).
The Paying Agent and Conversion Agent is U.S. Bank National
Association, whose address is U.S. Bank National Association, 111
Fillmore Ave, St. Paul, MN 55107, Corporate Trust Support &
Operations, EP-MN-WS1P (Corium International, Inc.).
Holders tendering their Notes will be required to surrender
their Notes to the Depositary and Paying Agent with the form
entitled “Fundamental Change Repurchase Notice” on the reverse of
the Notes completed at or prior to the Expiration Date pursuant to
one of the procedures set forth in the Fundamental Change Notice
and Offer to Purchase. Notes (or any portion thereof) that are
subject to a Fundamental Change Repurchase Notice that have been
duly tendered may be converted only if such Fundamental Change
Repurchase Notice is withdrawn in accordance with the
Indenture.
About Corium
Corium is a commercial-stage biopharmaceutical company focused
on the development, manufacture and commercialization of specialty
pharmaceutical products that leverage the company's broad
experience with advanced transdermal and transmucosal delivery
systems. Corium has multiple proprietary programs in preclinical
and clinical development, focusing primarily on the treatment of
neurological disorders, with lead programs in Alzheimer's disease.
Corium has developed and is the sole commercial manufacturer of
seven prescription drug and consumer products with partners Mayne
Pharma and Procter & Gamble. The company has two proprietary
transdermal platforms: Corplex™ for small molecules and MicroCor®,
a biodegradable microstructure technology for small molecules and
biologics, including vaccines, peptides and proteins. For further
information, please visit www.coriumintl.com.
Corium International, Inc.info@coriumintl.com
Source: Corium
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