Cell Genesys Announces Modified Dutch Auction Tender Offer
Published November 8th, 2008
Cell Genesys, Inc. has announced that it has commenced a “Modified Dutch Auction” tender offer for a portion of its outstanding 3.125% Convertible Senior Notes due 2011.
Under the “Modified Dutch Auction” procedure, Cell Genesys is offering to purchase, for cash, up to $80 million aggregate principal amount, or up to approximately 67%, of the outstanding convertible notes at a price not greater than $400 nor less than $320, per $1,000 principal amount, plus accrued and unpaid interest thereon up to, but not including, the date of purchase of the convertible notes.
As of November 7, 2008, there was approximately $118.7 million aggregate principal amount of notes outstanding. The tender offer is not conditioned upon any minimum principal amount of convertible notes being tendered, but is subject to other conditions described in the offer to purchase.
The tender offer is scheduled to expire at 5:00 p.m., ET, on Tuesday, December 9, 2008, unless the tender offer is extended. Tendered convertible notes may be withdrawn at any time on or prior to the expiration date of the tender offer.
A “Modified Dutch Auction” tender offer allows holders of convertible notes to indicate the principal amount of convertible notes that such holders desire to tender and the price within the specified price range at which they wish to tender such convertible notes.
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