Exhibit 99.1
Inotiv, Inc. Prices Upsized $125 Million Convertible Senior Notes Offering
WEST LAFAYETTE, Ind.— September 22, 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 the pricing of its offering of $125,000,000 aggregate principal amount of 3.25% 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 offering size was increased from the previously announced offering size of $110,000,000 aggregate principal amount of notes. 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”). The issuance and sale of the notes are scheduled to settle on September 27, 2021, subject to customary closing conditions. Inotiv also granted 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 $15,000,000 principal amount of notes.
Inotiv estimates that the net proceeds from the offering will be approximately $120.5 million (or approximately $135.1 million if the initial purchaser fully exercises its option to purchase additional notes), after deducting the initial purchaser’s discounts and commissions and estimated offering expenses. Inotiv intends to use the net proceeds, 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 and will accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The notes will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Before April 15, 2027, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 15, 2027, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. 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 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 and Inotiv obtains the shareholder approval required by certain listing standards of The NASDAQ Capital Market, if at all, Inotiv will settle all conversions entirely in cash. The initial conversion rate is 21.7162 common shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $46.05 per common share. The initial conversion price represents a premium of approximately 35% over the last reported sale price of $34.11 per common share on September 22, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
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
