Immunogen (IMGN) Announces $100M Conv. Senior Note Offering

June 13, 2016 4:01 PM

ImmunoGen, Inc. (NASDAQ: IMGN) announced its intention to offer and sell to the initial purchasers, subject to market and other conditions, $100 million aggregate principal amount of convertible senior notes due 2021 (the “Notes”) in a private placement. The Notes will be offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The sale is expected to close on June 20, 2016. ImmunoGen also intends to grant the initial purchasers of the Notes an option, exercisable for 30 days, to purchase up to an additional $15 million aggregate principal amount of the Notes on the same terms and conditions to cover over-allotments, if any.

The Notes will be senior unsecured obligations of ImmunoGen, and interest will be payable semi-annually. The Notes will be convertible by the holders at their option at any time prior to the close of business on the business day immediately preceding the maturity date of July 1, 2021. Upon conversion, the holders will receive shares of ImmunoGen’s common stock. Upon specified corporate events, subject to certain conditions, holders may require ImmunoGen to repurchase for cash all or part of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Following certain corporate events that occur prior to the stated maturity date, ImmunoGen will increase the conversion rate for a holder who elects to convert the Notes in connection with such a corporate event in certain circumstances. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the offering.

ImmunoGen intends to the use net proceeds of the offering for its operations, including but not limited to clinical trial expenditures, including the manufacture of ImmunoGen’s experimental therapies, other research and development expenditures, and other corporate purposes, capital expenditures and working capital.

The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Act. Neither the Notes nor the shares of ImmunoGen’s common stock issuable upon conversion of the Notes have been registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made only by means of a private offering memorandum pursuant to Rule 144A under the Act.

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