SafeNet Announces Proposed Offering of Convertible Subordinated Notes and Simultaneous Stock Repurchase
Tuesday December 6, 5:44 pm ET
BALTIMORE--(BUSINESS WIRE)--Dec. 6, 2005--SafeNet, Inc. (Nasdaq:SFNT - News) today announced that it intends to offer, subject to market conditions and other factors, $200 million aggregate principal amount of convertible subordinated notes due 2010. This offering will be made through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes are expected to provide for a net share settlement and, under certain circumstances, will be convertible into cash (up to the principal amount of the notes) and, with respect to any excess conversion value, into cash, shares of common stock of SafeNet or a combination of cash and shares of common stock at the company's option.
The interest, conversion rate, offering price and other terms of the notes will be determined by negotiations between SafeNet and the initial purchaser of the notes. SafeNet expects to grant the initial purchaser of the notes a 30-day overallotment option to purchase up to an additional $50 million aggregate principal amount of the notes.
SafeNet intends to use approximately $50 million of the net proceeds from this proposed offering to purchase shares of SafeNet common stock concurrently with the offering, depending on market conditions, in privately negotiated transactions. The company intends to use the balance of the net proceeds for general corporate purposes and possibly for future acquisitions. SafeNet has not entered into any agreements, arrangements or understandings to proceed with any acquisition. Pending the application of the net proceeds, SafeNet expects to invest the net proceeds from this proposed offering in short-term, high quality, interest-bearing investments.
The notes and common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. |
