HAWTHORNE, Calif.--(BUSINESS WIRE)--
OSI Systems, Inc. (NASDAQ: OSIS) (the "Company") announced today the
pricing of an upsized private offering of $250 million aggregate
principal amount of its 1.25% Convertible Senior Notes due 2022 (the
"Notes") to be sold to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"). The size of the offering was increased by $25 million from the
previously announced offering size of $225 million. The Company has
granted the initial purchasers an option to purchase up to an
additional $37.5 million principal amount of Notes solely to cover
over-allotments, if any. The sale of the Notes is expected to close on
February 22, 2017, subject to customary closing conditions.
The Notes will be senior unsecured obligations of the Company. The Notes
will bear interest at a rate of 1.25% per year, payable semiannually in
arrears on March 1 and September 1 of each year, beginning on September
1, 2017. The Notes will mature on September 1, 2022 unless earlier
repurchased, redeemed or converted in accordance with their terms. The
Company will have the option to redeem all or any portion of the Notes
on or after March 6, 2020, if certain conditions (including that the
Company's common stock is at or above a specified level) are met, at a
redemption price equal to 100% of the principal amount plus accrued and
unpaid interest to, but excluding, the redemption date.
The Notes will be convertible at an initial conversion rate of 9.3056
shares of the Company's common stock per $1,000 principal amount of the
Notes, which is equivalent to an initial conversion price of
approximately $107.46 per share, which represents a conversion premium
of approximately 38.5% to the last reported sale price of $77.59 per
share of the Company's common stock on the NASDAQ Global Select Market
on February 15, 2017. In addition, following certain corporate events
that occur prior to the maturity date for the Notes or if the Company
calls the Notes for redemption, the Company will, in certain
circumstances, increase the conversion rate for a holder that elects to
convert its Notes in connection with such corporate event or notice of
redemption. The Notes will be convertible into, subject to various
conditions, cash or shares of the Company's common stock or a
combination of cash and shares of the Company's common stock, in each
case, at the Company's election.
The Company estimates that the net proceeds from the offering of the
Notes will be approximately $243.4 million (or approximately $280.0
million if the initial purchasers exercise their option to purchase
additional Notes in full), after deducting fees and estimated expenses.
The Company expects to use the net proceeds to repay borrowings under
its credit facility, to repurchase shares of the Company's common stock
from purchasers of the Notes as described below, and for general
corporate purposes.
The Company expects to use approximately $35 million of the net proceeds
from the sale of the Notes to repurchase shares of the Company's common
stock from purchasers of Notes in the offering in privately negotiated
transactions concurrently with the offering of Notes effected through
one of the initial purchasers (or an affiliate thereof). The Company
expects to repurchase such shares at a purchase price per share equal to
the closing price per share of the Company's common stock on the date
the offering of Notes was priced, which was $77.59 per share. These
repurchases of shares of the Company's common stock may raise or
maintain the market price of the Company's common stock or the Notes
above market levels that otherwise would have prevailed or prevent or
reduce a decline in such market price. These transactions could also
affect the market price of the Company's common stock shortly after the
pricing of the Notes, and may have resulted in a higher effective
conversion price for the Notes.
Neither the Notes nor any shares of Company common stock issuable upon
conversion of the Notes have been or are expected to be registered under
the Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration or
an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and manufacturer
of specialized electronic systems and components for critical
applications in the homeland security, healthcare, defense, and
aerospace industries. OSI combines more than 40 years of electronics
engineering and manufacturing experience with offices and production
facilities in more than a dozen countries to implement a strategy of
expansion into selective end-product markets. For more information on
OSI Systems, Inc. or any of its subsidiary companies, visit OSI
Systems. News Filter: OSIS-G
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
relate to OSI Systems' current expectations, beliefs, projections and
similar expressions concerning matters that are not historical facts and
are not guarantees of future performance. Forward-looking
statements involve uncertainties, risks, assumptions and contingencies,
many of which are outside OSI Systems' control that may cause actual
results to differ materially from those described in or implied by any
forward-looking statements. All forward-looking statements
are based on currently available information and speak only as of the
date on which they are made. OSI Systems assumes no
obligation to update any forward-looking statement made in this press
release that becomes untrue because of subsequent events, new
information or otherwise, except to the extent it is required to do so
in connection with its ongoing requirements under Federal securities
laws. For a further discussion of factors that could cause
OSI Systems' future results to differ materially from any
forward-looking statements, see the section entitled "Risk Factors" in
OSI Systems' Annual Report on Form 10-K for the year ended June 30,
2016 and other risks described in documents filed by OSI Systems from
time to time with the Securities and Exchange Commission.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170215006412/en/
OSI Systems, Inc.
Ajay Vashishat, 310-349-2237
Vice
President, Business Development
avashishat@osi-systems.com
Source: OSI Systems, Inc.
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