LOS ALTOS, Calif., Jun 22, 2009 (BUSINESS WIRE) -- Rambus Inc. (NASDAQ:RMBS) today announced its intention to offer,
subject to market and other conditions, $150 million aggregate principal
amount of convertible senior notes due 2014 in an underwritten
registered public offering. Rambus also expects to grant the
underwriters a 12-day option to purchase up to an additional $22.5
million aggregate principal amount of the notes to cover over-allotments.
Prior to March 15, 2014, the notes will be convertible only upon
specified events and, thereafter until maturity, at any time. Upon
conversion, the notes will be settled by the payment of cash up to the
principal amount of the notes and, with respect to any excess conversion
value, by delivery of shares of Rambus' common stock. Rambus will have
the right to redeem the notes in whole or in part at a specified
redemption price at any time on or after June 15, 2012 if certain
conditions are met. Final terms of the notes, including the interest
rate, conversion price and other terms, will be determined by
negotiations between Rambus and Credit Suisse Securities (USA) LLC and
J.P. Morgan Securities Inc., joint book-running managers for the
offering.
Rambus intends to use the net proceeds from the offering for general
corporate purposes, which may include financing potential acquisitions
and strategic transactions, repayment of Rambus' zero coupon convertible
senior notes due 2010, and working capital.
Rambus has filed a registration statement (including a preliminary
prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and the other documents Rambus has filed with the
SEC and which are incorporated by reference in the prospectus for more
complete information about Rambus and this offering. Copies of the
prospectus, when available, may be obtained from Credit Suisse
Securities (USA) LLC, Prospectus Department, One Madison Avenue, New
York, NY 10010, or J.P. Morgan Securities Inc., 4 Chase Metrotech
Center, CS Level, Brooklyn, NY 11425 Attention: Chase Distribution &
Support Service Northeast Statement Processing. An electronic copy of
the prospectus may be obtained by visiting IDEA on the SEC website at www.sec.gov.
This announcement is neither an offer to sell nor a solicitation of
an offer to buy any of these securities and shall not constitute an
offer, solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.The offering of these
securities will be made only by means of a prospectus.The
securities being offered have not been approved or disapproved by any
regulatory authority, nor has any such authority passed upon the
accuracy or adequacy of the registration statement or the prospectus
contained therein.
About Rambus Inc.
Rambus is a technology licensing company specializing in the invention
and design of high-speed memory architectures.
Forward Looking Statements
This press release contains forward-looking statements related to the
proposed public offering of convertible senior notes and the use of
proceeds therefrom.Actual events or results may differ
materially from those contained in the forward-looking statements.Please
refer to the registration statement on Form S-3 filed by Rambus with the
SEC and the prospectus included therein, as well as the other documents
Rambus files from time to time with the SEC, including Rambus' most
recent Form 10-K and Form 10-Q and the Current Report on Form 8-K filed
by Rambus regarding the adoption of FASB Staff Position APB 14-1.These
SEC filings contain and identify important factors that could cause
Rambus' consolidated financial results to differ materially from those
contained in Rambus' forward-looking statements.Although Rambus
believes that the expectations reflected in the forward-looking
statements are reasonable, Rambus cannot guarantee future results,
levels of activity, performance, or achievements. Rambus is under no
duty to update any of the forward-looking statements after the date of
this press release to conform to actual results.
RMBSFN
SOURCE: Rambus Inc.
Rambus Public Relations
Linda Ashmore, 650-947-5411
lashmore@rambus.com
Copyright Business Wire 2009