Vocera announces fundamental change under 1.5%, 0.5% convertibles

By Wendy Van Sickle

Columbus, Ohio, Feb. 25 – Vocera Communications, Inc. announced a fundamental change and a make-whole fundamental change occurred under the indentures covering is outstanding 1.5% convertible senior notes due 2023 and its 0.5% convertibles due 2026, according to a news release.

The effective date of the fundamental change and a make-whole fundamental change was Feb. 23. The changes were in connection with the completion of Vocera’s acquisition by Stryker Corp.

As a result, each holder of the convertibles has the right to require Vocera to purchase for cash the holder’s notes on March 25 at par plus interest.

In addition, as a result of the acquisition, each holder has the right to convert their notes at any time until March 25, 2022.

Because the acquisition constituted a make-whole fundamental change, the conversion rate for notes surrendered for conversion up to March 24 will be increased.

The conversion rate of the 2023 notes will be temporarily increased to 31.1492 units of reference property from 31.0073 units of reference property per $1,000 principal amount.

The conversion rate of the 2026 notes will be temporarily increased to 18.2364 units of reference property from 16.6272 units of reference property per $1,000 principal amount.

Each unit of reference property consists of $79.25 in cash.

The paying and conversion agent is U.S. Bank Trust Co., NA.

Vocera is a San Jose, Calif.-based communications solutions provider for mobile workers in a variety of industries.

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