CAMBRIDGE, Mass., Feb. 10, 2021 (GLOBE NEWSWIRE) -- Biogen Inc. (Nasdaq: BIIB) today announced the pricing terms of its previously announced offer to purchase for cash its outstanding 5.200% Senior Notes due 2045, totaling $1.75 billion in aggregate principal amount, on the terms and subject to the conditions set forth in the Offer to Purchase dated February 4, 2021 and the accompanying certification of eligibility to participate in the Cash Offer, the instructions for such certification and the notice of guaranteed delivery .

The following table sets forth pricing information for the Cash Offer, including the reference yield, the yield on the Notes (CUSIP 09062X AD5/ISIN US09062XAD57) calculated in the manner described below, and the Tender Consideration (as defined below) for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Expiration Date (as defined below) and accepted by Biogen.

The “Tender Consideration” for each $1,000 in principal amount of Notes, which was determined in accordance with standard market practice as described in the Offer to Purchase, equates to the yield to the par call date of the Notes equal to 115 basis points over the bid-side yield of the Reference U.S. Treasury Security specified in the table above at 11:00 a.m., New York City time, today.

Biogen also announced today the pricing terms of its separate exchange offer (the “Exchange Offer”), made only to Ineligible Holders (as defined below), to exchange the Notes for a new series of senior notes and cash.

The Cash Offer will expire at 5:00 p.m., New York City time today, unless extended or earlier terminated by Biogen (the “Expiration Date”). Tenders of Notes submitted in the Cash Offer may be validly withdrawn at any time at or prior to the Expiration Date, unless extended by Biogen, but thereafter will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Biogen). The “Settlement Date” will be promptly following the Expiration Date and is expected to be February 16, 2021.

Biogen’s obligation to accept for purchase Notes tendered in the Cash Offer is subject to, and conditioned upon, among other things, the satisfaction or waiver of the condition (the “Aggregate Maximum Cash Offer Condition”) that the aggregate Tender Consideration for the Cash Offer (which excludes the applicable Accrued Coupon Payment (as defined below)) not exceed $50.0 million.

The Cash Offer is being made only to “Eligible Holders,” which are holders of Notes that certify that they are not “qualified institutional buyers”, as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that are not non-U.S. persons, as that term is defined in Rule 902 under the Securities Act, located outside of the U.S. within the meaning of Regulation S under the Securities Act (unless they are “retail investors” in the European Economic Area or in the United Kingdom, or investors in any province or territory of Canada that are individuals or that are institutions or other entities that do not qualify as both “accredited investors” and “permitted clients”), as more fully described in the Offer to Purchase. All holders of Notes who are not Eligible Holders are “Ineligible Holders”.

Upon the terms and subject to the conditions set forth in the Cash Offer Documents, Eligible Holders who (i) validly tender and do not validly withdraw Notes at or prior to the Expiration Date or (ii) deliver a valid notice of guaranteed delivery and all other required documents at or prior to the Expiration Date and tender their Notes at or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Date, expected to be on February 12, 2021, pursuant to certain guaranteed delivery procedures and subject in each case to the delivery of the certification of eligibility and the tender being in the Authorized Denominations (as defined in the Offer to Purchase), and whose Notes are accepted for purchase by Biogen, will receive the Tender Consideration on the Settlement Date.

In addition to the Tender Consideration, Biogen intends to pay in cash accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date to, but excluding, the Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Settlement Date for all Notes accepted in the Cash Offer, including those tendered pursuant to the guaranteed delivery procedures. The last interest payment date for the Notes is expected to be September 15, 2020.

The complete terms and conditions of the Cash Offer are set forth in the Cash Offer Documents, which are being distributed to Eligible Holders in connection with the proposed Cash Offer. The Cash Offer is subject to certain conditions, including (i) the Aggregate Maximum Cash Offer Condition, (ii) the timely satisfaction or waiver of all of the conditions precedent to the completion of the Exchange Offer (the “Exchange Offer Completion Condition”), and (iii) certain customary conditions, as described in the Offer to Purchase.

Biogen will terminate the Cash Offer if it terminates the Exchange Offer, and Biogen will terminate the Exchange Offer if it terminates the Cash Offer. Biogen may not waive the Exchange Offer Completion Condition; however, subject to applicable law, Biogen reserves the right, in its reasonable discretion, to waive any of the other conditions, including the Aggregate Maximum Cash Offer Condition. Biogen may terminate the Cash Offer if the Aggregate Maximum Cash Offer Condition is not satisfied or waived, in which case it will also terminate the Exchange Offer.

Only Eligible Holders who have completed and returned the eligibility certificate are authorized to participate in the Cash Offer. There is no separate letter of transmittal for the Cash Offer.

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw its instruction to participate in, the Cash Offer, before the deadlines specified herein and in the Cash Offer Documents. The deadlines set by any such intermediary, The Depository Trust Company and any applicable clearing system for the submission of tender instructions will be earlier than the relevant deadlines specified herein and in the Cash Offer Documents.

About Biogen

At Biogen, our mission is clear: we are pioneers in neuroscience. Biogen discovers, develops and delivers worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases as well as related therapeutic adjacencies. One of the world’s first global biotechnology companies, Biogen was founded in 1978 by Charles Weissmann, Heinz Schaller, Kenneth Murray and Nobel Prize winners Walter Gilbert and Phillip Sharp. Today Biogen has the leading portfolio of medicines to treat multiple sclerosis, has introduced the first approved treatment for spinal muscular atrophy, commercializes biosimilars of advanced biologics and is focused on advancing research programs in multiple sclerosis and neuroimmunology, Alzheimer’s disease and dementia, neuromuscular disorders, movement disorders, ophthalmology, neuropsychiatry, immunology, acute neurology and neuropathic pain.