Invitrogen starts exchange for 1.5%, 2% convertibles in response to new accounting rules

New York, Nov. 9 - Invitrogen Corp. said it has begun an exchange offer for its $350 million of 2% senior convertible notes due 2023 and its $450 million of 1.5% senior convertible notes due 2024 in response to new accounting regulations.

The Carlsbad, Calif., biotechnology company is offering new securities that are identical to the existing ones except that conversions will be paid in a combination of cash and stock instead of stock only. Cash will be paid up to the principal amount with the remainder in shares.

In addition, puts on the new convertibles will be payable in cash only instead of a combination of cash and stock.

Holders who tender in the exchange will receive a cash payment of $2.50 per $1,000 principal amount.

Invitrogen noted that new accounting rules effective Dec. 15 require it to include all the stock that could be issued on conversion of the notes when calculating diluted earnings per share. The new notes will limit the impact of this change on its diluted shares outstanding, the company said in a news release.

The exchange runs through midnight ET on Dec. 8.

MacKenzie Partners Inc. is the information agent (call collect 212 929-5000 or 800 322-2885). Banc of America Securities LLC is the dealer manager (contact Equity-Linked Liability Management at 888 583-8900, ext. 2200 or call collect 212 933-2200).

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