OSI Systems, Inc. Announces Proposed Convertible Senior Notes Offering
16 Luglio 2024 - 1:00PM
Business Wire
OSI Systems, Inc. (NASDAQ: OSIS) (the “Company” or “OSI”) today
announced its intention to offer, subject to market and other
conditions, $275 million aggregate principal amount of convertible
senior notes due 2029 (the “notes”) in a private offering to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). OSI also expects to grant the initial
purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes
are first issued, up to an additional $41.25 million principal
amount of notes.
The notes will be senior, unsecured obligations of OSI, will
accrue interest payable semi-annually in arrears and will mature on
August 1, 2029, unless earlier repurchased, redeemed or converted.
Noteholders will have the right to convert their notes in certain
circumstances and during specified periods. OSI will settle
conversions in cash and, if applicable, shares of its common
stock.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at OSI’s option, on or after August
6, 2027 and before the 41st scheduled trading day immediately
before the maturity date, but only if the last reported sale price
per share of OSI’s common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental
change” occur, then, subject to a limited exception, noteholders
may require OSI to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
Concurrently with the pricing of the offering, OSI expects to
use up to approximately $100 million of the net proceeds from the
offering to repurchase shares of its common stock in privately
negotiated transactions effected with or through one of the initial
purchasers of the notes or its affiliate. OSI intends to use the
remainder of the net proceeds from the offering to repay a portion
of the revolving credit facility outstanding, pay related fees and
expenses, and for other general corporate purposes. The concurrent
repurchases of shares of OSI’s common stock described above may
result in OSI’s common stock trading at prices that are higher than
would be the case in the absence of these repurchases, which may
result in a higher initial conversion price for the notes OSI is
offering.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About OSI
OSI is a vertically integrated designer and manufacturer of
specialized electronic systems and components for critical
applications in the homeland security, healthcare, defense, and
aerospace industries. The Company combines more than 40 years of
electronics engineering and manufacturing experience with offices
and production facilities in more than a dozen countries to
implement a strategy of expansion into selective end product
markets.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the anticipated terms of the notes
being offered, the completion, timing and size of the proposed
offering and the intended use of the proceeds. Forward-looking
statements represent OSI’s current expectations, beliefs, and
projections regarding future events and are subject to known and
unknown uncertainties, risks, assumptions and contingencies, many
of which are outside OSI’s control and that could cause actual
results to differ materially from those described in or implied by
the forward-looking statements. Among those risks and uncertainties
are market conditions, including market interest rates, the trading
price and volatility of OSI’s common stock and risks relating to
OSI’s business, including those described in periodic reports that
OSI files from time to time with the SEC. OSI may not consummate
the proposed offering described in this press release and, if the
proposed offering is consummated, cannot provide any assurances
regarding the final terms of the offering or the notes or its
ability to effectively apply the net proceeds as described above.
The forward-looking statements included in this press release speak
only as of the date of this press release, and OSI does not
undertake any obligation to update the forward-looking statements
included in this press release for subsequent developments, except
as may be required by law. For a further discussion of factors that
could cause OSI Systems’ future results to differ materially from
any forward-looking statements, see the section entitled “Risk
Factors” in OSI Systems’ Annual Report on Form 10-K for the year
ended June 30, 2023 and other risks described in documents filed by
OSI Systems from time to time with the Securities and Exchange
Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20240715268762/en/
OSI Systems, Inc. Ajay Vashishat Vice President, Business
Development 310-349-2237 avashishat@osi-systems.com
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