Exhibit 99.1
| Press Release | ||
 | Scios Inc. | |
820 West Maude Avenue Sunnyvale, CA 94085 Telephone 408 616 8200 Telefax 408 616 8206 www.sciosinc.com |
Contact:
Suzanne Beveridge, Scios Inc. (408) 616 2947/616 8328 (media and investors)
Fern Lazar/Sara Moorin, Lazar Partners Ltd. (212) 867-1762 (investors)
Scios Announces Proposed $125 Million Convertible
Subordinated Notes Private Offering
SUNNYVALE, CA, July 26, 2002 — Scios Inc. (NASDAQ: SCIO) today announced it intends to offer, subject to market and other conditions, $125 million in principle amount of convertible subordinated notes plus up to an additional $18.75 million in principal amount to cover over-allotments. The notes will be convertible into shares of our common stock at any time from issuance through maturity at a price to be determined.
The Company intends to use a portion of the net proceeds to repay outstanding indebtedness and the remaining amount for general corporate purposes.
The notes and the common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. Unless so registered, the notes and common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
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This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Scios Inc.
Scios is a biopharmaceutical company developing novel treatments for cardiovascular and inflammatory disease. The Company’s disease-based technology platform integrates expertise in protein biology with computational and medicinal chemistry to identify novel targets and rationally design small molecule compounds for large markets with unmet medical needs.
Forward-Looking Safe Harbor Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We generally identify such forward-looking statements using words like “believe,” “intend,” “expect,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate” or similar statements. Statements that are not historical facts are forward-looking statements based on current assumptions that involve risks and uncertainties. These risks and uncertainties may include the sales penetration and success of Natrecor, the success of clinical trials of Natrecor our pipeline products, including SCIO-469 and inhibitors to TGF-beta and our ability to partner the development and commercialization of our pipeline products and Natrecor (outside the U.S. and Europe) with third parties on favorable terms, or at all, as well as the other risks detailed from time to time in the reports filed by Scios with the SEC, including the Company’s quarterly reports and annual report on Form 10-K. Actual results, performance or achievements of Scios may differ significantly from those described in these forward-looking statements. Scios disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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