Exhibit 99.1
Inotiv, Inc. Announces Proposed Convertible Senior Notes Offering
WEST LAFAYETTE, Ind.—September 21, 2021 (GLOBE NEWSWIRE)—Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced its intention to offer, subject to market and other conditions, $110,000,000 aggregate principal amount of convertible senior notes due 2027 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by BAS Evansville, Inc., a wholly owned subsidiary of Inotiv (the “guarantor”). Inotiv also expects to grant the initial purchaser of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $16,500,000 principal amount of notes.
Inotiv intends to use the net proceeds from the offering of notes, together with borrowings under a new senior secured term loan facility, to fund the cash purchase price of Inotiv’s previously announced acquisition of Envigo RMS Holding Corp. (the “Envigo acquisition”), if it is consummated, and to pay related fees and expenses.
The notes will be senior, unsecured obligations of Inotiv, will accrue interest payable semi-annually in arrears and will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Inotiv will settle conversions by paying or delivering, as applicable, cash, its common shares or a combination of cash and its common shares, at Inotiv’s election. However, until Inotiv obtains the shareholder approval required by certain listing standards of The NASDAQ Capital Market, if at all, and Inotiv has increased the number of its authorized common shares and reserved a sufficient number of common shares solely 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 on or after October 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, if the Envigo acquisition has not closed as of the close of business on June 30, 2022, or if, before such time, the related Envigo merger agreement is terminated in accordance with its terms or Inotiv’s board of directors determines, in its good faith judgment, that the Envigo acquisition will not occur, then the notes will be redeemable, in whole and not in part, at Inotiv’s option, on a redemption date occurring on or before October 3, 2022, at a cash redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, plus a make-whole premium.
If a “fundamental change” (as defined in the indenture for the notes) occurs, then noteholders may require Inotiv to repurchase their notes for cash. The repurchase price will be equal to the principal
