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Clovis Oncology to Offer $200 Million of Convertible Senior Notes

Companies mentioned in this article: Clovis Oncology

BOULDER, Colo. -- (BUSINESS WIRE) -- Clovis Oncology, Inc. (NASDAQ: CLVS) announced today that, subject to market and other conditions, it intends to offer $200 million aggregate principal amount of its convertible senior notes due 2021 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Clovis Oncology also expects to grant the initial purchasers a 30-day option to purchase up to $30 million aggregate principal amount of additional notes on the same terms and conditions.

The interest rate, conversion rate and other terms will be determined at the time of pricing of the offering. The holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date, September 15, 2021. Clovis Oncology will not have the right to redeem the notes prior to September 15, 2018. Holders of the notes may require Clovis Oncology to repurchase for cash all or part of their notes upon certain fundamental changes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or upon Clovis Oncology’s issuance of a notice of redemption, Clovis Oncology will increase the conversion rate for a holder who elects to convert its notes in connection with such corporate event or during the related redemption period in certain circumstances.

The net proceeds from the sale of the notes will be used for general corporate purposes, including funding of Clovis Oncology’s development programs, payments of milestones pursuant to its license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital.

The notes and the shares of common stock issuable upon conversion of the notes have not been registered under 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 applicable exemptions from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Clovis Oncology

Clovis Oncology, Inc. is a biopharmaceutical company focused on acquiring, developing and commercializing innovative anti-cancer agents in the U.S., Europe and additional international markets. Clovis Oncology targets development programs at specific subsets of cancer populations, and simultaneously develops diagnostic tools that direct a compound in development to the population that is most likely to benefit from its use. Clovis Oncology is headquartered in Boulder, Colorado.

To the extent that statements contained in this press release are not descriptions of historical facts regarding Clovis Oncology, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve substantial risks and uncertainties that could cause Clovis Oncology’s actual results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the timing and size of the offering, the conditions affecting the capital markets, general economic, industry, or political conditions, and the satisfaction of customary closing conditions related to the proposed offering. Clovis Oncology undertakes no obligation to update or revise any forward-looking statements.

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Clovis Oncology
Anna Sussman, 303-625-5022
Breanna Burkart, 303-625-5023