HAYWARD, Calif.--(BUSINESS WIRE)--March 30, 2004--IMPAX
Laboratories, Inc. (Nasdaq:IPXL) today announced the pricing of its
private offering of $82 million aggregate principal amount of 1.250%
convertible senior subordinated debentures due 2024, to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). The sale of the debentures is
expected to close on or about April 5, 2004.
Interest on the debentures will be payable on April 1 and October
1 of each year, beginning on October 1, 2004.
Each debenture will be issued at a price of $1,000 and is
convertible into IMPAX Laboratories, Inc. common stock at an initial
conversion price of approximately $28.08 per share, subject to
adjustment in certain events. Holders of the notes may convert their
debentures only if: (i) the price of IMPAX Laboratories, Inc.'s common
stock reaches a specific threshold; (ii) the trading price for the
debentures falls below certain thresholds; (iii) the debentures have
been called for redemption; or (iv) upon the occurrence of certain
corporation transactions.
Before April 5, 2007, IMPAX Laboratories, Inc. may redeem some or
all of the debentures if the price of its common stock reaches a
specific threshold, at a redemption price that includes an additional
payment on the redeemed debentures equal to $230.77 per $1,000
principal amount of debentures, less the amount of any interest
actually paid or accrued and unpaid on the debentures. On or after
April 5, 2007, we may redeem some or all of the debentures at the
redemption prices described in IMPAX Laboratories, Inc.'s Offering
Memorandum.
The debentures will be IMPAX Laboratories, Inc.'s unsecured
obligations and will be subordinated to certain of its existing and
future indebtedness. On April 1, 2009, April 1, 2014 and April 1, 2019
and under certain circumstances, holders of the debentures will have
the right to require IMPAX Laboratories, Inc. to repurchase all or any
part of their debentures at a repurchase price equal to 100% of the
principal amount of the debentures, plus accrued and unpaid interest
and liquidated damages, if any, to but excluding the repurchase date.
The Company has granted the initial purchasers of the debentures
an option to purchase up to an additional $13,000,000 principal amount
of the debentures. IMPAX Laboratories, Inc. plans to use the net
proceeds from the offering to fund its ongoing operations and for
general corporate purposes.
This announcement is neither an offer to sell nor a solicitation
to buy any of these debentures and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The debentures being offered and the common stock issuable upon
conversion of the debentures have not been registered under the
Securities Act, or any state securities laws, and may not be offered
or sold in the United States absent registration under, or an
applicable exemption from the registration requirements of, the
Securities Act and applicable state securities laws.
IMPAX Laboratories, Inc. is a technology based specialty
pharmaceutical company applying its formulation expertise and drug
delivery technology to the development of controlled-release and
specialty generics in addition to the development of branded products.
IMPAX markets its generic products through its Global Pharmaceuticals
division and intends to market its branded products through the IMPAX
Pharmaceuticals division. Additionally, where strategically
appropriate, IMPAX has developed marketing partnerships to fully
leverage its technology platform. IMPAX Laboratories is headquartered
in Hayward, California, and has a full range of capabilities in its
Hayward and Philadelphia facilities. For more information, please
visit the Company's Web site at: www.impaxlabs.com.
"Safe Harbor" statement under the Private Securities Litigation
Reform Act of 1995:
To the extent any statements made in this news release contain
information that is not historical, these statements are
forward-looking in nature and express the beliefs and expectations of
management. Such statements are based on current expectations and
involve a number of known and unknown risks and uncertainties that
could cause Impax's future results, performance or achievements to
differ significantly from the results, performance or achievements
expressed or implied by such forward-looking statements. Such risks
and uncertainties include, but are not limited to, Impax's ability to
obtain sufficient capital to fund its operations, the difficulty of
predicting FDA filings and approvals, consumer acceptance and demand
for new pharmaceutical products, the impact of competitive products
and pricing, Impax's ability to successfully develop and commercialize
pharmaceutical products, Impax's reliance on key strategic alliances,
the uncertainty of patent litigation, the availability of raw
materials, the regulatory environment, dependence on patent and other
protection for innovative products, exposure to product liability
claims, fluctuations in operating results and other risks detailed
from time to time in Impax's filings with the Securities and Exchange
Commission. Forward-looking statements speak only as to the date on
which they are made, and Impax undertakes no obligation to update
publicly or revise any forward-looking statement, regardless of
whether new information becomes available, future developments occur
or otherwise.
CONTACT: IMPAX Laboratories, Inc.
Barry R. Edwards (CEO), 215-289-2220 Ext. 1771
Larry Hsu, Ph.D. (President), 510-476-2000 Ext. 1111
Cornel C. Spiegler (CFO), 215-289-2220 Ext. 1706
www.impaxlabs.com
or
Investor Relations:
Lippert/Heilshorn & Associates, Inc.
Kim Sutton Golodetz, 212-838-3777 (kgolodetz@lhai.com)
Bruce Voss, 310-691-7100 (bvoss@lhai.com)
www.lhai.com
SOURCE: IMPAX Laboratories, Inc.