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Exhibit 99.1
FOR IMMEDIATE RELEASE
Vertex Pharmaceuticals Raises $300 Million in
Convertible Subordinated Debt Placement
Cambridge, MA, September 13, 2000 - Vertex Pharmaceuticals Incorporated
(Nasdaq:VRTX) announced today the sale of $300 million of Convertible
Subordinated Notes, due September 2007, through a Rule 144A offering to
qualified institutional buyers. The initial purchasers have an option to
purchase an additional $45 million of Notes to cover over-allotments, if any.
The offering is expected to close on September 19, 2000. These Notes are
convertible into Vertex Common Stock at a price equal to $92.26 per share,
subject to adjustment in certain circumstances, which represents a 22.0% premium
over today's closing bid of $75.625. The Notes bear an interest rate of 5.0% per
annum, have a 7-year term, and can be redeemed by Vertex subject to specified
conditions.
Vertex expects to use the net proceeds of the sale to fund clinical trials,
preclinical studies and research and development, to invest in technologies that
support its chemogenomics approach, to potentially acquire technologies,
resources and products that could broaden its drug discovery platform and
pipeline, and for working capital and general corporate purposes.
Vertex has agreed to file a registration statement for the resale of the Notes
and the shares of Common Stock issuable upon conversion of the Notes within 90
days after the closing of the offering.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities. This summary of the terms and conditions of the
Notes is not intended to be a complete summary of the terms and conditions of
such securities.
The Notes and the Common Stock issuable upon conversion of the Notes have
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not been registered under the Securities Act of 1933 or any state securities
laws, and are being offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act. Unless so registered, the Notes and
Common Stock issued upon conversion of the Notes may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
Vertex Pharmaceuticals Incorporated discovers, develops and markets small
molecule drugs that address major unmet medical needs. Vertex has seven drug
candidates in clinical development to treat viral diseases, inflammation,
cancer, autoimmune diseases and neurological disorders. Vertex has created its
pipeline using a proprietary, information-based approach to drug design that
integrates multiple technologies in biology, chemistry and biophysics, aimed at
increasing the speed and success rate of drug discovery. Vertex's first approved
product is AgeneraseTM (amprenavir), an HIV protease inhibitor, which Vertex
co-promotes with Glaxo Wellcome.
The foregoing information regarding Vertex's sale of Convertible Subordinated
Notes is forward looking. While management makes its best efforts to be accurate
in making forward-looking statements, any such statements are subject to risks
and uncertainties that could cause Vertex's actual results to vary materially.
Risk factors include uncertainties relating to the ability of the Company to use
effectively the proceeds from the sale of the Notes. Investors are directed to
consider other risks and uncertainties discussed in Vertex documents filed with
the Securities and Exchange Commission.
Vertex's press releases are available at www.vpharm.com, or by
fax-on-demand at
(800) 758-5804 - Code: 938395.
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Vertex Contacts:
Lynne Brum, Vice President, Corporate Communications, (617) 577-6614
Katie Burns, Manager, Investor Relations, (617) 577-6656
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