WEST LAFAYETTE, Ind., September 21, 2021 (GLOBE NEWSWIRE) – Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a contract research organization of leading company specializing in non-clinical and analytical drug discovery and development services, today announced its intention to offer, subject to market and other conditions, a total principal amount of 110,000,000 $ convertible senior notes due 2027 (the “Notes”) under a private offer to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act “). The Notes will be fully and unconditionally guaranteed, on a senior and unsecured basis, by BAS Evansville, Inc., a wholly owned subsidiary of Inotiv (the “Guarantor”). Inotiv also plans to grant the original purchaser of the Notes an option to purchase, for settlement within 13 days of the date of the initial issue of the Notes, up to an additional principal amount of 16,500. $ 000.
Inotiv intends to use the net proceeds of the note offering, together with borrowings under a new senior secured term loan facility, to fund the cash purchase price of the previously announced acquisition of Envigo RMS Holding Corp. (the “Envigo Acquisition”), if consumed, and to pay related fees and expenses.
The Notes will be senior unsecured obligations of Inotiv, will bear interest payable semi-annually in arrears and will mature on October 15, 2027, unless redeemed, redeemed or converted earlier. Noteholders will be entitled to convert their Notes under certain circumstances and during specified periods. Inotiv will settle conversions by paying or delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at Inotiv’s option. However, until Inotiv obtains shareholder approval required by certain NASDAQ Capital Market listing standards, if applicable, and Inotiv has increased the number of its authorized common shares and reserved a sufficient number of Common shares only for issuance upon conversion of the Notes, Inotiv will settle all conversions entirely in cash.
The Notes will be redeemable, in whole and not in part, for cash at Inotiv’s option at any time from October 15, 2024 and no later than the scheduled 40th trading day immediately before the maturity date, but only if the latter the sale price per common share exceeds 130% of the conversion price for a specified period. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. In addition, if the Envigo acquisition has not been completed by the close of business on June 30, 2022, or if, before that date, the related Envigo merger agreement is terminated in accordance with its terms or if the board of directors of Inotiv determines, in its good faith judgment, that the acquisition of Envigo will not take place, then the tickets will be redeemable, in whole and not in part, at the option of Inotiv, at a redemption date occurring no later than October 3, 2022, at a redemption price in cash equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, plus a catch-up premium.
If a “Fundamental Change” (as defined in the Note Indenture) occurs, Noteholders may request Inotiv to redeem their Notes for cash. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date.
The interest rate, initial conversion rate and other terms of the Notes will be determined at the Offer Price.
The offer and sale of the Notes, the Guarantee and all common shares issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or any other law on securities, and notes and such shares may not be offered or sold except under an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and any other securities laws applicable movable property. This press release does not constitute an offer to sell, nor the solicitation of an offer to buy, any tickets or common shares issuable upon conversion of the Notes, nor will there be any sale. banknotes or such shares, in any state whatsoever. or any other jurisdiction in which such offer, sale or solicitation would be illegal.
About the company
Inotiv, Inc. is a leading contract research organization specializing in non-clinical and analytical drug discovery and development services. The Company is focused on developing innovative services supporting its clients’ discovery and development goals for better decision making and faster goal achievement. The Company’s products focus on increasing efficiency, improving data and reducing the cost of bringing new drugs to market.
This press release contains forward-looking statements, including statements regarding the expected terms of the Notes being offered, the completion, timing and size of the proposed offering, the completion of the pending Envigo acquisition and the intended use. of the product. Forward-looking statements represent Inotiv’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. These risks and uncertainties include market conditions, including market interest rates, trading price and volatility of Inotiv common shares and risks associated with Inotiv’s business, including those described in periodic reports that Inotiv files from time to time with the SEC. Inotiv may not fulfill the proposed offer described in this press release and, if the proposed offer is made, cannot provide any assurance regarding the final terms of the offer or ratings or its ability to effectively affect the net proceeds. as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Inotiv does not undertake to update the statements included in this press release for future developments, unless the law requires it.