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MedImmune closes merger, says 1.375%, 1.625% notes convertible through July 31
By Jennifer Chiou
New York, June 18 - MedImmune, Inc. said its 1.375% convertible senior notes due 2011 and 1.625% convertible senior notes due 2013 are convertible through July 31 after the acquisition of the company by AstraZeneca plc via a first-step cash tender offer by an AstraZeneca subsidiary for MedImmune's outstanding common stock at $58.00 per share.
The second-step cash merger at the same per-share price has an effective date of June 18.
On May 2, the company announced that the notes became convertible under the fundamental change and make-whole fundamental change provisions of the note indentures, which state that the notes are convertible solely into cash.
During the conversion period, the conversion rates are 30.951 shares of MedImmune common stock for the 1.375% notes and 31.4753 shares for the 1.625% notes.
As a result of the fundamental change, holders may require MedImmune to repurchase all of their notes on July 23 at par plus accrued interest.
The merger was previously expected to close on June 16. If it had, the conversion rate for each $1,000 note surrendered during the make-whole conversion period would have been 30.9514 shares of MedImmune common stock for the 1.375% notes and 31.4754 shares for the 1.625% notes.
Because the merger closed after June 16 but on or before July 15, the conversion rate decreased by 0.000188 of a share per day for the 1.375% notes and by 0.000052 of a share per day for the 1.625% notes.
If the merger had not closed, the conversion rate for all surrendered notes would have reverted to the notes' original conversion rate of 29.9679 shares per $1,000 principal amount, which equals a conversion price of $33.36904 per share. The company's stock (Nasdaq: MEDI) closed at $57.97 on Monday.
MedImmune is a Gaithersburg, Md.-based pharmaceutical company.
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