|October 11, 2018|
|Verastem Oncology Announces Pricing of Registered Direct Offering of $150 Million of Convertible Notes|
The net proceeds to Verastem Oncology from the offering of the
Convertible Notes are expected to be approximately
Lazard Frères & Co. LLC acted as placement agent in connection with the offering of the Convertible Notes.
Noteholders may convert their Convertible Notes into shares of the
Company’s common stock, together, if applicable, with cash in lieu of
any fractional share, based on an initial conversion rate of 139.5771
The Company will have the right, exercisable at its option, to cause all Convertible Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied.
Unless the Company has previously called all outstanding Convertible
Notes for redemption, the Convertible Notes will be subject to
repurchase by the Company at the noteholders’ option on each of
The offering is expected to close on or about
The Convertible Notes are being offered by the Company pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-226322), which was declared effective by the
This news release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale is unlawful. The Convertible Notes and the shares of the Company’s common stock issuable upon conversion of the Convertible Notes may only be offered by means of a prospectus.
Certain of the statements made in this press release are forward-looking
statements, including, but not limited to, statements regarding the
estimated proceeds of the offering and the Company’s anticipated use of
such net proceeds. Each forward-looking statement is subject to risks
and uncertainties, including risks and uncertainties related to market
conditions, the expected timing of the offering and the satisfaction of
customary closing conditions related to the offering, and the risk that
the Company may not be able to consummate the offering on the
anticipated terms, or at all. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of
this press release. Other risks and uncertainties include those
identified in the Company’s Annual Report on Form 10-K for the year
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