Hologic, Inc. (Nasdaq: HOLX) has announced that it has notified holders of the 2.00% Convertible Exchange Senior Notes due 2042 (CUSIP No. 436440 AC5) issued March 5, 2012, and Wilmington Trust Company, the trustee, paying agent and conversion agent for the notes, that holders are eligible to convert the notes. This conversion right is subject to the terms of the base indenture governing the notes dated as of December 10, 2007, as supplemented by the third supplemental indenture dated as of March 5, 2012 (collectively, the indenture).
The conversion right has been triggered because the closing price of the Company's common stock exceeded approximately $40.53, which is 130% of the conversion price for the notes, for at least 20 of the 30 consecutive trading days ending on June 30, 2017. As a result, the notes are convertible until September 30, 2017, subject to the terms, conditions and adjustments in the indenture and the notes. The notes may continue to be convertible after September 30, 2017 if one or more conditions specified in the indenture are satisfied during future measurement periods.
The current conversion rate for the notes is 32.07698 shares of the Company's common stock per $1,000 principal amount outstanding, which is equivalent to a conversion price, as defined in the indenture, of approximately $31.18 per share. The Company may elect to satisfy its conversion obligation in shares of common stock, cash, or a combination of cash and shares in accordance with the terms, procedures and conditions outlined in the indenture and the notes.
None of the Company, its board of directors, or employees has made, or is making, any representation or recommendation to any holder of the notes as to whether or not to exercise the conversion right.
Holders of the notes who have questions or wish to exercise their conversion right should contact Wilmington Trust Company at:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attention: Workflow Management, 5th Floor
Telephone: (302) 636-6470
A complete explanation of the conversion right, as well as the procedures required to convert notes, is set forth in the indenture. Holders are urged to review the conversion procedures contained in the notes and the indenture. The base indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2007. The third supplemental indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2012
Source & Image Credit: Hologic