BRIDGEWATER, N.J., June 27,
2024 /PRNewswire/ -- Insmed Incorporated (Nasdaq:
INSM), a global biopharmaceutical company on a mission to transform
the lives of patients with serious and rare diseases, today
announced that it has called all $225
million aggregate principal amount of its outstanding 1.75%
Convertible Senior Notes Due 2025 (the "Notes") (CUSIP No.
457669AA7) for redemption on August 9,
2024 (the "Redemption Date"). Insmed is redeeming the Notes
as permitted under Section 11.03 of the indenture governing the
Notes (the "Indenture").
Redemption Process
The redemption price will be payable on the Redemption Date in
cash and equal to 100% of the principal amount of the Notes
outstanding on the Redemption Date, plus accrued and unpaid
interest on such Notes to, but excluding, the Redemption Date (the
"Redemption Price"). For each $1,000
principal amount of Notes, the Redemption Price will be equal to
approximately $1,001.17. Unless
Insmed defaults in making the payment of the Redemption Price,
interest on the Notes will cease to accrue on and after the
Redemption Date.
For all Notes surrendered in book-entry form, payment of the
Redemption Price will be made through the facilities of the
Depository Trust Company ("DTC"), and all redeemed Notes in
book-entry form will be surrendered for payment of the Redemption
Price in accordance with the applicable rules and procedures of
DTC. The paying agent is Computershare Trust Company, N.A. and the
address of the paying agent for delivery of any Notes in
certificated form is Corporate Trust Operations, 1505 Energy Park
Drive, St. Paul, MN 55108.
Right to Convert the Notes
Holders of the Notes may surrender their Notes (or any portion
thereof having a principal amount that is an integral multiple of
$1,000) for conversion at any time
prior to 5:00 p.m. (New York City time) on August 8, 2024 or, if the Company fails to pay
the Redemption Price on the Redemption Date, such later date on
which the Redemption Price is paid. To convert any Note, the holder
must comply with the applicable rules and procedures of DTC. The
Company has elected to settle any conversions of Notes in shares of
common stock in accordance with the Indenture. As of June 27, 2024, the conversion rate of the Notes
is 25.5384 shares of common stock of the Company per $1,000 principal amount of Notes, which is
equivalent to a conversion price of approximately $39.16 per share of common stock. Based on this
conversion rate, an aggregate of up to 5,746,140 shares of common
stock will be issued if all of the Notes are converted.
This press release shall not constitute a notice of redemption
or convertibility of the Notes. This press release is neither an
offer to sell nor a solicitation of an offer to buy the Notes or
any other securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, the Notes or any
other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful. No representation is made as to
the correctness or accuracy of the CUSIP number either as printed
on the Notes or as contained in this press release.
About Insmed
Insmed Incorporated is a global biopharmaceutical company on a
mission to transform the lives of patients with serious and rare
diseases. Insmed's first commercial product is a first-in-disease
therapy approved in the United
States, Europe, and
Japan to treat a chronic,
debilitating lung disease. The Company is progressing a robust
pipeline of investigational therapies targeting areas of serious
unmet need, including neutrophil-mediated inflammatory diseases and
rare pulmonary disorders. Insmed is also advancing an early-stage
research engine encompassing a wide range of technologies and
modalities, including artificial intelligence-driven protein
engineering, gene therapy, and protein manufacturing. Insmed is
headquartered in Bridgewater, New
Jersey, with additional offices and research locations
throughout the United States,
Europe, and Japan.
Forward-Looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties. "Forward-looking
statements," as that term is defined in the Private Securities
Litigation Reform Act of 1995, are statements that are not
historical facts and involve a number of risks and uncertainties.
Words herein such as "may," "will," "should," "could," "would,"
"expects," "plans," "anticipates," "believes," "estimates,"
"projects," "predicts," "intends," "potential," "continues," and
similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) may
identify forward-looking statements.
The forward-looking statements in this press release are based
upon the Company's current expectations and beliefs, and involve
known and unknown risks, uncertainties and other factors, which may
cause the Company's actual results, performance and achievements
and the timing of certain events to differ materially from the
results, performance, achievements or timings discussed, projected,
anticipated or indicated in any forward-looking statements. The
Company may not actually achieve the results, plans, intentions or
expectations indicated by the Company's forward-looking statements
because, by their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. For
additional information about the risks and uncertainties that may
affect the Company's business, please see the factors discussed in
Item 1A, "Risk Factors," in the Company's Annual Report on Form
10-K for the year ended December 31, 2023 and any subsequent
Company filings with the Securities and Exchange Commission
(SEC).
The Company cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date of
this press release. The Company disclaims any obligation, except as
specifically required by law and the rules of the SEC, to publicly
update or revise any such statements to reflect any change in
expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements.
Contact:
Investors:
Bryan Dunn
Executive Director, Investor Relations
Insmed
(646) 812-4030
bryan.dunn@insmed.com
Eleanor Barisser
Associate Director, Investor Relations
Insmed
(718) 594-5332
eleanor.barisser@insmed.com
Media:
Mandy Fahey
Executive Director, Corporate Communications
Insmed
(732) 718-3621
amanda.fahey@insmed.com
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SOURCE Insmed Incorporated