[LETTER HEAD] The Cooper Companies
21062 Bake Parkway
Lake Forest, CA 92630
949-597-4700
Fax: 949-597-0662
NEWS RELEASE
CONTACT:
Norris Battin
The Cooper Companies, Inc.
ir@coopercompanies.com
FOR IMMEDIATE RELEASE
COOPER ANNOUNCES PRICING OF $100 MILLION OF
CONVERTIBLE SENIOR DEBENTURES
LAKE FOREST, California, June 20, 2003 -- The Cooper Companies, Inc. (NYSE: COO)
announced today that it has agreed to sell $100 million of 2 5/8% convertible
senior debentures due 2023. The debentures will be convertible, under certain
conditions, into shares of Cooper's common stock at an initial conversion price
of approximately $44.40 per share. Cooper has also granted the initial
purchasers a 30-day option to purchase up to an additional $15 million
of debentures.
The net proceeds to the Company are expected to be approximately $96.8 million,
after paying estimated offering expenses and initial purchasers' discounts and
commissions and will be used to reduce amounts drawn under its revolving credit
facility and for general corporate purposes, including possible future
acquisitions. The closing of the offering is expected to occur on or about June
25, 2003 and is subject to customary closing conditions.
The debentures will mature on July 1, 2023. Cooper may redeem the debentures, at
its option, on or after July 1, 2008 at a redemption price equal to par plus
accrued interest, if any. Holders of the debentures will have the right to
require Cooper to repurchase all or some of their debentures on July 1, 2008,
July 1, 2013 and July 1, 2018 at a price equal to 100% of the principal amount
of those debentures plus accrued interest, if any. This price is payable, in the
case of any required repurchase on July 1, 2008, in cash or, in the case of any
required repurchase on July 1, 2013 or July 1, 2018 in cash, shares of Cooper
common stock or a combination of cash and common stock, at Cooper's option.
Holders of the debentures will have the right to require Cooper to purchase all
or some of their debentures at a purchase price equal to 100% of the principal
amount of those debentures plus accrued interest, if any, upon the occurrence of
certain
fundamental change events that occur prior to July 1, 2013, payable in cash,
shares of Cooper common stock or a combination of cash and common stock, at
Cooper's option.
The convertible debentures and the shares of Cooper common stock issuable upon
conversion have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws, and unless so registered,
may not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The debentures will be
offered only to qualified institutional buyers under Rule 144A of the Securities
Act.
This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, the debentures, nor shall there be any sale of the debentures
in a jurisdiction in which such offering would be unlawful.
Forward-looking Statements
This news release contains "forward-looking statements" as defined by the
Private Securities Litigation Reform Act of 1995. These include statements about
our capital resources, performance and results of operations. In addition, all
statements regarding anticipated growth in our revenue, anticipated market
conditions and results of operations are forward-looking. To identify these
statements look for words like "believes," "expects," "may," "will," "should,"
"seeks," "intends," "plans," "estimates" or "anticipates" and similar words or
phrases. Discussions of strategy, plans or intentions often contain
forward-looking statements. Forward-looking statements necessarily depend on
assumptions, data or methods that may be incorrect or imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described in forward-looking statements include
major changes in business conditions, a major disruption in the operations of
our manufacturing facilities, new competitors or technologies, significant
delays in new product introductions, the impact of an undetected virus on our
computer systems, acquisition integration delays or costs, increases in interest
rates, foreign currency exchange exposure, investments in research and
development and other start-up projects, dilution to earnings per share from
acquisitions or issuing stock, regulatory issues, cost of complying with new
corporate governance regulatory requirements, changes in tax laws or their
interpretation, changes in geographic profit mix effecting tax rates,
significant environmental cleanup costs above those already accrued, litigation
costs including any related settlements or judgments, cost of business
divestitures, the requirement to provide for a significant liability or to write
off a significant asset, changes in accounting principles or estimates, and
other events described in our Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 2002. We caution investors that
forward-looking statements reflect our analysis only on their stated date. We
disclaim any intent to update them except as required by law.
Corporate Information
The Cooper Companies, Inc. manufactures and markets specialty healthcare
products through its CooperVision and CooperSurgical units.
CooperVision markets a broad range of contact lenses for the vision care market.
Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach,
Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Farnborough and
Hamble, England, Madrid, Spain and Toronto. Its Web address is
www.coopervision.com.
CooperSurgical supplies diagnostic products, surgical instruments and
accessories to the gynecology market. With headquarters in Trumbull, Conn., it
also manufactures in Bedminister N. J., Cranford, N. J., Fort Atkinson, Wis.,
Malmo, Sweden, Montreal and Berlin. Its Web address is www.coopersurgical.com.
Corporate offices are located in Lake Forest and Pleasanton, Calif. A toll free
interactive telephone system at 1-800-334-1986 provides stock quotes, recent
press releases and financial data. Cooper's World Wide Web address is
www.coopercos.com.