Omnicell, Inc. (NASDAQ: OMCL) has announced a proposed private placement of $150.0 million aggregate principal amount of convertible senior notes due 2029. The company also intends to grant the initial purchasers of the notes an option to purchase up to an additional $22.5 million aggregate principal amount of notes.
The notes will be general unsecured, senior obligations of Omnicell, will accrue interest payable semiannually in arrears, and will mature on December 1, 2029, unless earlier converted, redeemed, or repurchased. The specific interest rate, initial conversion rate, redemption or repurchase rights, and other terms of the notes will be determined at the time of pricing of the offering.
Omnicell expects to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions and to repurchase for cash up to $400.0 million aggregate principal amount of its outstanding 0.25% convertible senior notes due 2025.
In connection with the pricing of the notes, Omnicell expects to enter into convertible note hedge transactions and warrant transactions with the option counterparties. The company also anticipates entering into separate and individually negotiated transactions with certain holders of the 2025 notes to repurchase for cash up to $400.0 million aggregate principal amount of its 2025 notes.
The press release further states that neither the notes nor the shares of Omnicell’s common stock issuable upon conversion of the notes have been registered under the Securities Act or any state securities laws.
Omnicell, since 1992, has been committed to transforming pharmacy care through innovation designed to optimize clinical and business outcomes across all settings of care. The company's solutions are aimed at reducing costs, improving labor efficiency, establishing new revenue streams, enhancing supply chain control, supporting compliance, and moving closer to the industry vision of the autonomous pharmacy.
The press release contains "forward-looking" statements that involve risks and uncertainties, including concerns about the proposed terms of the notes, the convertible note hedge and warrant transactions, the note repurchases, and the unwind of the existing call spread transactions, among other factors. Today the company's shares have moved -7.4% to a price of $42.66. For more information, read the company's full 8-K submission here.
