FORT WORTH, Texas – Omnicell , Inc. (NASDAQ: NASDAQ:), a provider of medication management solutions, announced today its plans to offer $150 million of Convertible Senior Notes due 2029 in a private placement to qualified institutional buyers. The company also intends to grant an option to purchase up to an additional $22.5 million in notes within a 13-day period starting from the issue date.
The notes, set to mature on December 1, 2029, will be senior unsecured obligations of Omnicell. Interest will be paid semiannually, and upon conversion, the company may pay in cash, shares, or a combination, at its discretion. Specific terms regarding the interest rate, conversion rate, and other conditions will be determined at the time of the offering’s pricing.
Omnicell has outlined the intended use of the proceeds from this offering, which includes funding convertible note hedge transactions and repurchasing up to $400 million of its outstanding 0.25% Convertible Senior Notes due 2025. If the option to purchase additional notes is exercised, the company plans to use the additional proceeds for more convertible note hedge transactions, repurchasing the 2025 notes, and for general corporate purposes.
In relation to the pricing of the notes, Omnicell aims to enter into convertible note hedge transactions to reduce potential stock dilution upon conversion of the notes or to offset cash payments above the principal amount. However, the associated warrant transactions could potentially dilute the common stock if the market price exceeds the strike price.
The company expects that the option counterparties or their affiliates may purchase Omnicell’s common stock in secondary market transactions following the pricing of the notes, which could affect the stock’s market price. Moreover, the unwinding of various derivatives related to the stock might be conducted in connection with any conversion, redemption, or repurchase of the notes, influencing the market price and the conversion value.
Concurrently with the note offering, Omnicell plans to negotiate repurchases of its 2025 notes. The repurchase of the 2025 notes and the unwind of existing call spread transactions may impact the market price of Omnicell’s common stock and the trading price of the new notes.
This announcement is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The notes and any shares of Omnicell’s common stock issuable…
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