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NOTICE OF CHANGE IN CONTROL, RIGHT TO REQUIRE REPURCHASE OF SECURITIES AND EXECUTION OF SUPPLEMENTAL INDENTURE

Stock Repurchase Agreement

NOTICE OF CHANGE IN CONTROL,                   RIGHT TO REQUIRE REPURCHASE OF SECURITIES
                                       AND
                       EXECUTION OF SUPPLEMENTAL INDENTURE You are currently viewing:
This Stock Repurchase Agreement involves

CONNETICS CORP

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Title: NOTICE OF CHANGE IN CONTROL, RIGHT TO REQUIRE REPURCHASE OF SECURITIES AND EXECUTION OF SUPPLEMENTAL INDENTURE
Date: 12/29/2006
Industry: BIOTRX    

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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


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