-- Initial Purchasers Have Option to Purchase $40 Million of
Additional Notes --
SEATTLE--(BUSINESS WIRE)--Nov. 9, 2018--
Omeros Corporation (Nasdaq: OMER) (“Omeros”) today announced the pricing
of an offering of $210 million aggregate principal amount of its 6.25%
Convertible Senior Notes due 2023 (the “Notes”) in a private offering
(the “Offering”) to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 (the “Securities Act”). Omeros has
granted the initial purchasers of the Notes an option to purchase up to
an additional $40 million aggregate principal amount of the Notes on the
same terms and conditions referenced above.
The Notes will be senior unsecured obligations of Omeros and interest
will be payable semi-annually in arrears at a rate of 6.25% per annum.
The Notes will mature on November 15, 2023, unless converted,
repurchased or redeemed in accordance with their terms prior to such
date. The Notes will be convertible, upon the satisfaction of certain
conditions or during specified periods, into cash, shares of Omeros’
common stock or a combination thereof as Omeros elects at its sole
discretion. Omeros will have the right to redeem the Notes on or after
November 15, 2019, subject to certain conditions.
The initial conversion rate of the Notes is 52.0183 shares of Omeros’
common stock per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $19.22 per
share of Omeros’ common stock, and is subject to adjustment in certain
circumstances. This initial conversion price represents a premium of
approximately 20% over the last reported sale price on November 8, 2018
of Omeros’ common stock of $16.02 per share. Omeros has entered into the
capped call transaction described below in order to avoid dilution to
Omeros’ shareholders from conversions of the Notes if Omeros’ common
stock price does not exceed $28.8360, which represents a premium of 80%
over the last reported sale price of Omeros’ common stock.
The aggregate gross proceeds to Omeros from the offering of the Notes
will be $210 million, exclusive of any proceeds attributable to the
initial purchasers’ possible exercise of their option to purchase
additional Notes. Omeros intends to use a portion of the net proceeds of
the offering to repay in full the amounts outstanding under Omeros’
secured Term Loan Agreement with CRG Servicing LLC (the “Term Loan
Agreement”), which has an annual interest rate of 12.25% and matures on
September 30, 2022. Amounts repaid will include all accrued but unpaid
interest and prepayment fees under the Term Loan Agreement.
Cantor Fitzgerald & Co. and UBS Investment Bank are acting as joint
bookrunners for the offering. Cantor Fitzgerald & Co. is also acting as
the sole structuring advisor for the offering.
In connection with the pricing of the Notes, Omeros entered into a
capped call transaction with Royal Bank of Canada, or RBC. The capped
call transaction is intended to minimize the potential dilution of
Omeros’ common stock and/or offset potential cash payments in excess of
the principal amount of the converted Notes upon conversion of the
Notes, as Omeros elects at its sole discretion, in the event that the
market price per share of Omeros’ common stock, as measured under the
terms of the capped call transaction, is greater than the strike price
of the capped call transaction, which initially corresponds to the
conversion price of the Notes and is subject to anti-dilution
adjustments substantially similar to those applicable to the conversion
rate of the Notes. If, however, the market price per share of Omeros’
common stock, as measured under the terms of the capped call
transaction, exceeds the cap price of the capped call transaction, there
would nevertheless, upon conversion, be dilution or a cash expenditure,
as elected by Omeros in its sole discretion, to the extent that such
market price exceeds the cap price of the capped call transaction. The
cap price under the capped call transaction will initially be $28.8360
per share, which represents a premium of 80% over the last reported sale
price of Omeros’ common stock on November 8, 2018, and is subject to
certain adjustments under the terms of the capped call transaction. If
the initial purchasers exercise their option to purchase additional
Notes, Omeros expects to enter into an additional capped call
transaction.
Omeros has been advised that, in connection with establishing its
initial hedge of the capped call transaction, RBC and/or its affiliates
expect to enter into various derivative transactions with respect to
Omeros’ common stock concurrently with or shortly after the pricing of
the Notes. This activity could increase (or reduce the size of any
decrease in) the market price of Omeros’ common stock or the Notes at
that time. In addition, Omeros has been advised that RBC and/or its
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Omeros’ common stock
and/or purchasing or selling Omeros’ common stock in secondary market
transactions following the pricing of the Notes and prior to the
maturity of the Notes (and are likely to do so during any observation
period related to a conversion of Notes). This activity could also cause
or avoid an increase or a decrease in the market price of Omeros’ common
stock or the Notes.
In addition to repaying the Term Loan Agreement and entering into the
capped call transaction, Omeros intends to use the remainder of the net
proceeds of the offering for general corporate purposes, including
funding research and development for Omeros’ OMS721 programs and
clinical trials, pre-clinical studies, manufacturing and other costs
associated with advancing Omeros’ product candidates toward Marketing
Authorization Application, Biologics License Application and New Drug
Application submissions. If the initial purchasers exercise their option
to purchase additional notes, then Omeros intends to use the additional
net proceeds to fund the cost of entering into any additional capped
call transactions and for general corporate purposes as described above.
The offering is expected to close on November 15, 2018, subject to
customary closing conditions.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Omeros. Any offers of
the Notes will be made only by means of a private offering memorandum.
The offer and sale of the Notes and any shares of Omeros common stock
issuable upon conversion of the Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any other
jurisdiction, and the Notes and such shares may not be offered or sold
in the United States absent registration or an applicable exemption from
the Securities Act and applicable state laws.
About Omeros Corporation
Omeros is a commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and protein
therapeutics for large-market as well as orphan indications targeting
inflammation, complement-mediated diseases and disorders of the central
nervous system. The company’s drug product OMIDRIA®
(phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed
for use during cataract surgery or intraocular lens (IOL) replacement to
maintain pupil size by preventing intraoperative miosis (pupil
constriction) and to reduce postoperative ocular pain. In the European
Union, the European Commission has approved OMIDRIA for use in cataract
surgery and other IOL replacement procedures to maintain mydriasis
(pupil dilation), prevent miosis (pupil constriction), and to reduce
postoperative eye pain. Omeros has multiple Phase 3 and Phase 2
clinical-stage development programs focused on: complement-associated
thrombotic microangiopathies; complement-mediated
glomerulonephropathies; cognitive impairment; and addictive and
compulsive disorders. In addition, Omeros has a diverse group of
preclinical programs and a proprietary G protein-coupled receptor (GPCR)
platform through which it controls 54 new GPCR drug targets and
corresponding compounds, a number of which are in preclinical
development. The company also exclusively possesses a novel
antibody-generating platform.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, which are subject to the “safe harbor”
created by those sections for such statements. All statements other than
statements of historical fact are forward-looking statements, which are
often indicated by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “goal,” “intend,” “likely”, “look forward to,”
“may,” “plan,” “potential,” “predict,” “project,” “prospects,” “should,”
“slated,” “will,” “would” and similar expressions and variations
thereof. Forward-looking statements are based on management’s beliefs
and assumptions and on information available to management only as of
the date of this press release. Omeros’ actual results could differ
materially from those anticipated in these forward-looking statements
for many reasons, including, without limitation, risks associated with
product commercialization and commercial operations, unproven
preclinical and clinical development activities, regulatory oversight,
the ability for OMIDRIA to obtain separate reimbursement as part of CMS’
OPPS, intellectual property claims, competitive developments,
litigation, and the risks, uncertainties and other factors described
under the heading “Risk Factors” in the company’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November
8, 2018. Given these risks, uncertainties and other factors, you should
not place undue reliance on these forward-looking statements, and the
company assumes no obligation to update these forward-looking
statements, even if new information becomes available in the future.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181109005206/en/
Source: Omeros Corporation
Cook Williams Communications, Inc.
Jennifer Cook Williams,
360-668-3701
Investor and Media Relations
jennifer@cwcomm.org
