Monday, May 14, 2018
SAN JOSE, Calif.
SAN JOSE, Calif.--(BUSINESS WIRE)--
Vocera Communications, Inc. (NYSE: VCRA) today announced that it has
priced $125.0 million aggregate principal amount of 1.50% convertible
senior notes due 2023 (the “notes”). The notes will be sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Act”). Vocera also granted the initial purchasers
of the notes an option to purchase up to an additional $18.75 million
aggregate principal amount of notes. The sale is expected to close on
May 17, 2018, subject to customary closing conditions.
Morgan Stanley & Co. LLC and Piper Jaffray are acting as initial
purchasers of the notes.
The notes will be senior, unsecured obligations of Vocera, and interest
of 1.50% per year will be payable semi-annually in arrears. The notes
will mature on May 15, 2023, unless repurchased or converted in
accordance with their terms prior to such date. Prior to February 15,
2023, the notes will be convertible at the option of holders only under
certain circumstances, and thereafter, at any time prior to the close of
business on the second scheduled trading day immediately preceding the
maturity date. Upon conversion, the notes may be settled in shares of
Vocera common stock, cash or a combination of cash and shares of Vocera
common stock, at the election of Vocera.
Vocera may not redeem the notes prior to the maturity date.
Holders of the notes will have the right to require Vocera to repurchase
for cash all or a portion of their notes at 100% of their principal
amount, plus any accrued and unpaid interest, upon the occurrence of a
fundamental change (as defined in the indenture relating to the notes).
Vocera will also be required to increase the conversion rate for holders
who convert their notes in connection with certain corporate events
occurring prior to the maturity date.
The notes will have an initial conversion rate of 31.0073 shares of
Vocera common stock per $1,000 principal amount of notes (which is
subject to adjustment in certain circumstances). This is equivalent to
an initial conversion price of approximately $32.25 per share. The
initial conversion price represents a premium of approximately 32.5% to
the $24.34 per share closing price of Vocera common stock on The New
York Stock Exchange on May 14, 2018.
Vocera estimates that the net proceeds from the offering will be
approximately $120.4 million (or $138.5 million if the initial
purchasers exercise their option to purchase additional notes in full),
after deducting the initial purchasers’ discount and estimated offering
expenses payable by Vocera. Vocera expects to use a portion of the net
proceeds from the offering of the notes to pay the cost of the capped
call transactions described below to manage potential dilution. Vocera
intends to use the remaining net proceeds from the offering for working
capital and other general corporate purposes, which may include funding
research and development, increasing our working capital, acquisitions
or investments in complementary businesses, products or technologies and
capital expenditures.
In connection with the pricing of the notes, Vocera has entered into
privately negotiated capped call transactions with certain of the
initial purchasers of the notes or their respective affiliates and
another financial institution (the “capped call counterparties”). The
capped call transactions will initially cover, subject to customary
adjustments, the number of shares of Vocera common stock that will
initially underlie the notes. The capped call transactions are expected
generally to reduce the potential dilution to holders of Vocera’s common
stock upon conversion of the notes, with such offset subject to a cap.
If the initial purchasers of the notes exercise their option to purchase
additional notes, Vocera may enter into additional capped call
transactions with capped call counterparties that would initially cover,
subject to customary adjustments, the number of shares of Vocera common
stock that will initially underlie the notes purchased by the initial
purchasers pursuant to their option to purchase additional notes.
In connection with establishing their initial hedge of the capped call
transactions, the capped call counterparties have advised Vocera that
they and/or their respective affiliates expect to purchase Vocera common
stock and/or enter into various derivative transactions with respect to
Vocera common stock concurrently with, or shortly after, the pricing of
the notes. This activity could increase (or reduce the size of any
decrease in) the market price of Vocera common stock or the notes at
that time.
In addition, the capped call counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Vocera common stock and/or
purchasing or selling Vocera common stock in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so on each exercise date of
the capped call transaction). This activity could decrease (or avoid an
increase) in the market price of Vocera common stock or the notes, which
could affect noteholders’ ability to convert the notes and, to the
extent the activity occurs during any observation period related to a
conversion of notes, it could affect the amount and value of the
consideration that noteholders will receive upon conversion of such
notes.
If the initial purchasers exercise their option to purchase additional
notes, Vocera may use the resulting additional proceeds of the sale of
the additional notes to pay the cost of entering into the additional
capped call transactions and for general corporate purposes, including
funding research and development, increasing our working capital,
acquisitions or investments in businesses, products or technologies that
are complementary to our own and capital expenditures.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities (including the shares of Vocera
common stock, if any, into which the notes are convertible) and shall
not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. Any offers of the
notes will be made only by means of a private offering memorandum.
The notes and any shares of Vocera common stock issuable upon conversion
of the notes have not been registered under the Act, or any state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from such registration
requirements.
Use of forward looking statements
This press release contains “forward-looking statements” including,
among other things, the potential effects of capped call transactions
and statements relating to the expected use of proceeds from the
offering. These forward- looking statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These statements involve risks and uncertainties that could
cause actual results to differ materially, including, but not limited
to, whether or not Vocera will consummate the offering, prevailing
market conditions, the anticipated use of the proceeds of the offering,
which could change as a result of market conditions or for other
reasons, the impact of general economic, industry or political
conditions in the United States or internationally, and whether the
capped call transactions will become effective. We undertake no
obligation, and do not intend, to update these forward-looking
statements after the date of this release.
Vocera Communications, Inc.
Investor contact:
Sue Dooley
sdooley@vocera.com
or
Media contact:
Shanna Hearon
shearon@vocera.com
