NOTICE OF CHANGE IN CONTROL, RIGHT TO REQUIRE REPURCHASE OF SECURITIES AND EXECUTION OF SUPPLEMENTAL INDENTUREStock Repurchase Agreement |
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Exhibit 99.2
[GRAPHIC OMITTED][GRAPHIC OMITTED]
NOTICE OF CHANGE IN CONTROL,
RIGHT TO REQUIRE REPURCHASE OF SECURITIES
AND
EXECUTION OF SUPPLEMENTAL INDENTURE
OF
CONNETICS CORPORATION
2.25% Convertible Senior Notes due May 30, 2008
THE RIGHT TO REQUIRE REPURCHASE WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON
JANUARY 29, 2007, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED BY
APPLICABLE LAW.
Connetics Corporation ("Connetics" or the "Company"), a Delaware
corporation,
hereby gives notice to the Holders of its outstanding 2.25%
Convertible Senior
Notes due May 30, 2008 (the "Securities"), governed by the terms of
the
Indenture, dated as of May 28, 2003, between Connetics and The Bank
of New York
Trust Company, N.A. (the "Trustee"), successor in interest to J.P.
Morgan Trust
Company, National Association, as supplemented by the First
Supplemental
Indenture, dated as of July 21, 2006, and the Second Supplemental
Indenture,
dated as of December 28, 2006 (as so supplemented, the
"Indenture"), of the
Holders' right to require Connetics to repurchase the Securities at
a repurchase
price equal to 100% of the principal amount of the Securities, plus
interest
accrued and unpaid to, but excluding February 12, 2007 (the
"Repurchase Date").
Capitalized terms used in this notice, unless otherwise defined
herein, have the
meanings given to such terms in the Indenture.
A Change in Control occurred on December 28, 2006, as a result of
the merger on
such date of Clear Acquisition Sub, Inc., a wholly owned subsidiary
of Stiefel
Laboratories, Inc. ("Stiefel"), with and into Connetics, with
Connetics
continuing as the surviving entity (the "Merger") and a wholly
owned subsidiary
of Stiefel. Under the terms of the Indenture, upon the occurrence
of a Change in
Control, the Holders of the Securities have a right to require
Connetics to
repurchase such Holder's Securities equal to $1,000 or an integral
multiple of
$1,000 at a repurchase price equal to 100% of the principal amount
of the
Securities, plus accrued and unpaid interest to, but excluding, the
Repurchase
Date (the "Change in Control Repurchase Price"). Connetics is
hereby notifying
the Holders of their right to require Connetics to repurchase all
of the
outstanding Securities.
Payment of the Change in Control Repurchase Price will be made in
cash by the
Trustee on the Repurchase Date upon presentation and surrender of
the Securities
as described below under "Manner of Repurchase." On the Repurchase
Date, for
each Security tendered, the Change in Control Repurchase Price will
become due
and payable to the respective Holder. Connetics is giving this
notice of the
Holders' right to require repurchase in order to satisfy its
obligations under
the Indenture.
The Securities are obligations of Connetics. Any Securities that
remain
outstanding after consummation of the repurchase of Securities
provided for
herein will continue to be obligations of Connetics, but as a
result of the
Merger, Holders will only have the right to convert the Securities
into $817.33
per each $1,000 principal amount of the Securities, the
consideration that the
Holder would have received had such Holder converted such
Securities immediately
prior to the effective time of the Merger.
<PAGE>
MANNER OF REPURCHASE
To exercise its right to require Connetics to repurchase the
Securities, a
Holder of Securities shall (1) deliver irrevocable written notice
(attached
hereto as Exhibit A (the "Change in Control Repurchase Notice")) of
the Holder's
exercise of such right by letter, overnight courier, hand delivery,
facsimile
transmission or in any other written form to the Trustee, on or
before January
29, 2007, and (2) surrender such Securities to the Trustee.
An owner of beneficial interests in the Securities through The
Depository Trust
Company ("DTC") electing to submit Securities for repurchase must
(i) complete
the appropriate instruction form pursuant to DTC's book-entry
program, (ii)
deliver through the DTC's book-entry system the beneficial interest
on or prior
to 5:00 p.m. New York City time on January 29, 2007 together with
an agent's
message transmitted by DTC to the Trustee (instead of delivering
the Change in
Control Repurchase Notice described above) and (iii) follow any
other required
directions as instructed by DTC. An "agent's message" means a
message,
transmitted by DTC to, and received by, the Trustee and forming a
part of a
book-entry confirmation, which states that DTC has received an
express
acknowledgment from the participant submitting the Securities for
repurchase,
which acknowledgment states that such participant has received and
agreed to be
bound by the terms and conditions of the Change in Control
Repurchase Notice.
Each owner of a beneficial interest in the Securities that has
properly
delivered such beneficial interest and agent's message for
repurchase through
DTC prior to 5:00 p.m., New York City time, on January 29, 2007,
will receive
the Change in Control Repurchase Price. Delivery by any owner of a
beneficial
interest in the Securities, together with an agent's message
through the
facilities of DTC prior to 5:00 p.m. New York City time on January
29, 2007, is
a condition to receipt of the Change in Control Repurchase Price by
such Holder.
CONVERSION RIGHTS
Holders that do not elect to require Connetics to repurchase their
Securities
will maintain the right to convert their Securities until the close
of business
on the date of Maturity upon the terms and subject to the
conditions of the
Indenture by surrendering their Securities for conversion at the
offices of the
Trustee. Pursuant to the Second Supplemental Indenture, dated as of
December 28,
2006, entered into between Connetics and the Trustee in connection
with the
Merger, (the "Second Supplemental Indenture"), each Holder of a
Security has the
right, upon conversion of such Security, to receive an amount of
cash equal to
$817.33 for each $1,000 principal amount of Securities (the
"Conversion Value").
This amount is based upon a conversion rate of 46.705 shares of
Connetics common
stock, par value $0.001 per share, per $1,000 principal amount of
the Securities
in effect immediately prior to the Merger. The Conversion Value is
fixed as of
the date of






