BRISBANE, Calif., Sept. 5, 2014 /PRNewswire/ -- InterMune,
Inc. (Nasdaq: ITMN) today provided the following notice to the
indenture trustee and holders of its outstanding 5.00% Convertible
Senior Notes Due 2015:
Re: Notice of Anticipated
Fundamental Change
Reference is hereby made to the Indenture, dated as of
June 24, 2008 (the
"Indenture"), between InterMune, Inc., a Delaware corporation (the
"Company" or "InterMune"), and The Bank
of New York Mellon Trust Company, N.A., a national banking
association, as trustee (the "Trustee"), relating to
the Company's 5.00% Convertible Senior Notes due 2015
(CUSIP No. 45884XAD5) (the "Notes").
Capitalized terms used but not defined in this notice shall have
the meanings ascribed to such terms in the Indenture.
On August 22, 2014, the Company
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Roche Holdings, Inc., a Delaware corporation ("Parent"),
and Klee Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub"). A copy of
the joint press release publicly announcing the execution of the
Merger Agreement and a copy of the Merger Agreement were filed as
Exhibits 99.1 and 2.1, respectively, to the Company's Current
Report on Form 8-K filed with the SEC on August 25, 2014.
Pursuant to the Merger Agreement, and upon the terms and subject
to the conditions described therein, on August 29, 2014, Merger Sub commenced a cash
tender offer (such tender offer, as it may be extended, amended and
supplemented from time to time as permitted by the Merger
Agreement, the "Offer") to purchase all of the
outstanding shares of common stock of the Company, par value
$0.001 per share (the
"Shares") at a price of $74.00 per Share, payable net to the seller
thereof in cash, without interest, subject to any withholding of
taxes required by applicable law (such amount, or any different
amount per Share that may be paid pursuant to the Offer in
accordance with the terms of the Merger Agreement, the "Offer
Price"). The Offer will remain open until
September 26, 2014 (such date, the
"Expiration Date") unless the Offer is
extended. The obligation of Merger Sub to purchase Shares
tendered in the Offer is subject to customary closing conditions,
including the tender of a number of Shares that represents a
majority of the total number of outstanding Shares, on a fully
diluted basis and the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.Following the completion of the Offer and, subject to the
satisfaction or waiver of certain customary conditions set forth in
the Merger Agreement, Merger Sub will merge with and into the
Company, with the Company surviving as a wholly owned subsidiary of
Parent (the "Merger"). The Merger will be
effected as promptly as practicable following consummation of the
Offer.
NOTICE OF ANTICIPATED FUNDAMENTAL CHANGE
In accordance with the Indenture, notice is hereby given that
each of the consummation of the Offer and the Merger would
constitute a Fundamental Change under the terms of the Indenture,
and the date of each of the consummation of the Offer and the
Merger would constitute the Effective Date of such Fundamental
Change.
The Offer Price exceeds the price limit of $50.00 per share established by Section
14.12(b)(ii) of the Indenture. Therefore, the Make-Whole Applicable
Increase will be zero (0) and there will be no corresponding
adjustment to the Conversion Rate.
Each of the consummation of the Offer and the Merger remain
subject to customary conditions, set forth in the Merger
Agreement. Subject to the satisfaction or waiver of those
conditions, the Company currently expects that the consummation of
the Offer and the Merger will both take place in 2014 and advises
holders that the earliest the Offer can be consummated is
September 29, 2014. As
described above, the Merger will be effected as promptly as
practicable following consummation of the Offer. The Company,
however, is unable to give any assurances as to the actual date of
the Effective Dates of the Fundamental Changes described herein, or
if they will occur at all.
About InterMune
InterMune is a biotechnology company focused on the research,
development and commercialization of innovative therapies in
pulmonology and orphan fibrotic diseases. In pulmonology, the
company is focused on therapies for the treatment of idiopathic
pulmonary fibrosis (IPF), a progressive, irreversible,
unpredictable and ultimately fatal lung disease. InterMune's
research programs are focused on the discovery of targeted,
small-molecule therapeutics and biomarkers to treat and monitor
serious pulmonary and fibrotic diseases. For additional
information about InterMune and its R&D pipeline, please visit
http://www.intermune.com/.
Notice to Investors
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell InterMune common stock. On August 29, 2014, Roche Holdings, Inc.
("Roche") and Klee Acquisition Corporation, a wholly owned
subsidiary of Roche, filed a tender offer statement on Schedule TO
with the SEC and InterMune filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer.
Investors and security holders are urged to read these materials
carefully since they contain important information, including the
terms and conditions of the offer. The tender offer statement
on Schedule TO, Solicitation/Recommendation Statement and related
materials have been filed by Roche and InterMune with the SEC, and
investors and security holders may obtain a free copy of these
materials and other documents filed by Roche and InterMune with the
SEC at the website maintained by the SEC at www.sec.gov.
Investors and security holders may also obtain free copies of the
Solicitation/Recommendation Statement and other documents filed
with the SEC by InterMune at www.intermune.com.
Forward-Looking Statements
Some of the statements contained in this announcement are
forward-looking statements, including statements regarding the
expected consummation of the acquisition, which involves a number
of risks and uncertainties, including the satisfaction of closing
conditions for the acquisition, such as regulatory approval for the
transaction, the tender of a majority of the outstanding shares of
common stock of InterMune, the possibility that the transaction
will not be completed and other risks and uncertainties discussed
in InterMune's public filings with the SEC, including the "Risk
Factors" section of InterMune's annual report on Form 10-K for the
year ended December 31, 2013 and
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents filed by Klee Acquisition Corporation and the
Solicitation/Recommendation Statement filed by InterMune.
These statements are based on current expectations, assumptions,
estimates and projections, and involve known and unknown risks,
uncertainties and other factors that may cause results, levels of
activity, performance or achievements to be materially different
from any future statements. These statements are generally
identified by words or phrases such as "believe", "anticipate",
"expect", "intend", "plan", "will", "may", "should", "estimate",
"predict", "potential", "continue" or the negative of such terms or
other similar expressions. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual
results and the timing of events may differ materially from the
results and/or timing discussed in the forward-looking statements,
and you should not place undue reliance on these statements.
InterMune disclaims any intent or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this announcement or otherwise.
SOURCE InterMune, Inc.