IMPAX
Laboratories, Inc.
Company Contacts: Investor Relations Contacts:
IMPAX Laboratories, Inc. Lippert/Heilshorn & Associates, Inc.
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Barry R. Edwards, CEO Kim Sutton Golodetz (kgolodetz@lhai.com)
(215) 289-2220 Ext. 1771 (212) 838-3777
Larry Hsu, Ph.D. President Bruce Voss (bvoss@lhai.com)
(510) 476-2000 Ext. 1111 (310) 691-7100
Cornel C. Spiegler, CFO www.lhai.com
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(215) 289-2220 Ext. 1706
www.impaxlabs.com
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IMPAX LABORATORIES, INC. PRICES $82 MILLION OF
1.250% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES
HAYWARD, Calif. (March 30, 2004) - IMPAX Laboratories, Inc. (NASDAQ NM: IPXL)
today announced the pricing of its private offering of $82 million aggregate
principal amount of 1.250% convertible senior subordinated debentures due 2024,
to qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The sale of the debentures is
expected to close on or about April 5, 2004.
Interest on the debentures will be payable on April 1 and October 1 of each
year, beginning on October 1, 2004.
Each debenture will be issued at a price of $1,000 and is convertible into IMPAX
Laboratories, Inc. common stock at an initial conversion price of approximately
$28.08 per share, subject to adjustment in certain events. Holders of the notes
may convert their debentures only if: (i) the price of Impax Laboratories,
Inc.'s common stock reaches a specific threshold; (ii) the trading price for the
debentures falls below certain thresholds; (iii) the debentures have been called
for redemption; or (iv) upon the occurrence of certain corporation transactions.
Before April 5, 2007, IMPAX Laboratories, Inc. may redeem some or all of the
debentures if the price of its common stock reaches a specific threshold, at a
redemption price that includes an additional payment on the redeemed debentures
equal to $230.77 per $1,000 principal amount of debentures, less the amount of
any interest actually paid or accrued and unpaid on the debentures. On or after
April 5, 2007, we may redeem some or all of the debentures at the redemption
prices described in IMPAX Laboratories, Inc.'s Offering Memorandum.
The debentures will be IMPAX Laboratories, Inc.'s unsecured obligations and will
be subordinated to certain of its existing and future indebtedness. On April 1,
2009, April 1, 2014 and April 1, 2019 and under certain circumstances, holders
of the debentures will have the right to require IMPAX Laboratories, Inc. to
repurchase all or any part of their debentures at a repurchase price equal to
100% of the principal amount of the debentures, plus accrued and unpaid interest
and liquidated damages, if any, to but excluding the repurchase date.
The Company has granted the initial purchasers of the debentures an option to
purchase up to an additional $13,000,000 principal amount of the debentures.
IMPAX Laboratories, Inc. plans to use the net proceeds from the offering to fund
its ongoing operations and for general corporate purposes.
This announcement is neither an offer to sell nor a solicitation to buy any of
these debentures and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
The debentures being offered and the common stock issuable upon conversion of
the debentures have not been registered under the Securities Act, or any state
securities laws, and may not be offered or sold in the United States absent
registration under, or an applicable exemption from the registration
requirements of, the Securities Act and applicable state securities laws.
IMPAX Laboratories, Inc. is a technology based specialty pharmaceutical company
applying its formulation expertise and drug delivery technology to the
development of controlled-release and specialty generics in addition to the
development of branded products. IMPAX markets its generic products through its
Global Pharmaceuticals division and intends to market its branded products
through the IMPAX Pharmaceuticals division. Additionally, where strategically
appropriate, IMPAX has developed marketing partnerships to fully leverage its
technology platform. IMPAX Laboratories is headquartered in Hayward, California,
and has a full range of capabilities in its Hayward and Philadelphia facilities.
For more information, please visit the Company's Web site at: www.impaxlabs.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995:
To the extent any statements made in this news release contain information that
is not historical, these statements are forward-looking in nature and express
the beliefs and expectations of management. Such statements are based on current
expectations and involve a number of known and unknown risks and uncertainties
that could cause Impax's future results, performance or achievements to differ
significantly from the results, performance or achievements expressed or implied
by such forward-looking statements. Such risks and uncertainties include, but
are not limited to, Impax's ability to obtain sufficient capital to fund its
operations, the difficulty of predicting FDA filings and approvals, consumer
acceptance and demand for new pharmaceutical products, the impact of competitive
products and pricing, Impax's ability to successfully develop and commercialize
pharmaceutical products, Impax's reliance on key strategic alliances, the
uncertainty of patent litigation, the availability of raw materials, the
regulatory environment, dependence on patent and other protection for innovative
products, exposure to product liability claims, fluctuations in operating
results and other risks detailed from time to time in Impax's filings with the
Securities and Exchange Commission. Forward-looking statements speak only as to
the date on which they are made, and Impax undertakes no obligation to update
publicly or revise any forward-looking statement, regardless of whether new
information becomes available, future developments occur or otherwise.
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