LOS ALTOS, Calif., Jun 29, 2009 (BUSINESS WIRE) -- Rambus Inc. (NASDAQ: RMBS) today announced the closing of its previously
announced public offering of $150 million aggregate principal amount of
5% Convertible Senior Notes due 2014. Rambus has also granted the
underwriters an option to purchase up to an additional $22.5 million
aggregate principal amount of the notes to cover over-allotments, which
has not been exercised to date.
The notes are unsecured, unsubordinated obligations of Rambus and
interest is payable semi-annually at a rate of 5% per annum. The notes
mature on June 15, 2014, unless earlier repurchased, redeemed or
converted. Prior to March 15, 2014, the notes are 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. The notes have an
initial conversion rate of 51.8000 shares of Rambus' common stock per
$1000 principal amount of notes, which is equivalent to an initial
conversion price of approximately $19.31 per share of common stock,
subject to adjustment in certain circumstances. The initial conversion
price represents a conversion premium of approximately 30% relative to
the last reported sale price of the common stock of $14.85 per share on
June 23, 2009. Rambus has 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.
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.
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. were
the joint book-running managers for the offering.
Rambus has filed a registration statement (including a 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 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
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