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Corium Announces Offer to Purchase for Cash Any and All of the $120,000,000 Aggregate Outstanding Principal Amount of 5.00% Convertible Senior Notes due 2025
MENLO PARK, Calif., Dec. 17, 2018 (GLOBE NEWSWIRE) -- Corium International, Inc., a Delaware corporation (“Corium”, the “Issuer”, “we”, “us” or “our”), today announced that, as a result of its acquisition by Gurnet Point Capital on November 27, 2018, it has commenced an offer to purchase any and all of its outstanding 5.00% Convertible Senior Notes due 2025, CUSIP No. 21887LAA5 (the “Notes”), issued and outstanding under the Indenture, dated as of March 5, 2018, as amended by the First Supplemental Indenture, dated as of November 27, 2018, as may be further amended or supplemented from time to time, (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”) for cash, upon the terms and conditions set forth in the Fundamental Change Notice and Offer to Purchase and in the accompanying Letter of Transmittal, at the Fundamental Change Purchase Price (as defined below) (the “Fundamental Change Repurchase”).
The Fundamental Change Repurchase is being made pursuant to Section 4.02 of the Indenture, which provides that, on or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change (as defined in the Indenture), the Issuer shall make an offer to each registered holder of Notes (“Holder”) to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price for any Note in an amount in cash equal to the principal amount of such Note, plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date (as defined below) for such Fundamental Change (the “Fundamental Change Purchase Price”). Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, whose unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000 in excess thereof. There are no conditions to the Fundamental Change Repurchase.
On October 11, 2018, Corium entered into an Agreement and Plan of Merger with Gurnet Holding Company (“Parent”) and Gurnet Merger Sub, Inc. (“Merger Sub”), providing for the acquisition of Corium by Parent in a two-step transaction, consisting of a tender offer (the “Offer”) followed immediately by a merger of Merger Sub with and into Corium (the “Merger”). On November 27, 2018, Parent completed its acquisition of Corium by consummating the Merger with Corium continuing as the surviving corporation and a wholly-owned subsidiary of Parent. The consummation of the Merger constitutes a Fundamental Change as defined in the Indenture. Accordingly, we are making the Fundamental Change Repurchase pursuant to the requirements and subject to the terms of Section 4.02 of the Indenture.
Subject to the terms and conditions of the Fundamental Change Repurchase (including, if the Fundamental Change Repurchase is extended or amended, the terms and conditions of any such extension or amendment) and applicable law, we will purchase, by accepting for payment, and will pay the Fundamental Change Purchase Price for, all Notes validly tendered (and not withdrawn) pursuant to the Fundamental Change Repurchase on the second (2nd) business day following the Expiration Date (the “Fundamental Change Repurchase Date”).
The Paying Agent and Conversion Agent is U.S. Bank National Association, whose address is U.S. Bank National Association, 111 Fillmore Ave, St. Paul, MN 55107, Corporate Trust Support & Operations, EP-MN-WS1P (Corium International, Inc.).
Holders tendering their Notes will be required to surrender their Notes to the Depositary and Paying Agent with the form entitled “Fundamental Change Repurchase Notice” on the reverse of the Notes completed at or prior to the Expiration Date pursuant to one of the procedures set forth in the Fundamental Change Notice and Offer to Purchase. Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that have been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with the Indenture.
Corium is a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty pharmaceutical products that leverage the company's broad experience with advanced transdermal and transmucosal delivery systems. Corium has multiple proprietary programs in preclinical and clinical development, focusing primarily on the treatment of neurological disorders, with lead programs in Alzheimer's disease. Corium has developed and is the sole commercial manufacturer of seven prescription drug and consumer products with partners Mayne Pharma and Procter & Gamble. The company has two proprietary transdermal platforms: Corplex™ for small molecules and MicroCor®, a biodegradable microstructure technology for small molecules and biologics, including vaccines, peptides and proteins. For further information, please visit www.coriumintl.com.
Corium International, Inc.