SUNNYVALE, Calif.--(BUSINESS WIRE)--
Rambus Inc. (NASDAQ: RMBS) today announced its intention to offer,
subject to market conditions and other factors, $100 million aggregate
principal amount of its convertible senior notes due 2018 in a private
placement to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Act"). Rambus also expects
to grant the initial purchasers of the notes a 30-day option to purchase
up to an additional $15 million aggregate principal amount of the notes
to cover over-allotments, if any.
The notes will be unsecured, unsubordinated obligations of Rambus, and
interest will be payable semi-annually. Prior to May 15, 2018, the notes
will be convertible at the option of the holders only during certain
periods upon the occurrence of specified events, and thereafter until
the close of business on the second scheduled trading day immediately
preceding the maturity date, the notes will be convertible at the option
of the holders at any time. The notes will be convertible, subject to
certain conditions, into cash up to the aggregate principal amount of
the notes to be converted, and any excess conversion value will be
convertible into cash, shares of common stock or a combination of cash
and shares of common stock, at Rambus' election. Final terms of the
notes, including the interest rate, initial conversion rate and other
terms, will be determined by negotiations between Rambus and the initial
purchasers of the notes.
Rambus intends to use the net proceeds of the offering for working
capital and other general corporate purposes, which may include
financing potential acquisitions and strategic transactions and
repayment of indebtedness, including Rambus' 5% convertible senior notes
due 2014.
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. Any offer of the securities will be
made only by means of a private offering memorandum. The notes and the
shares of common stock issuable upon conversion of the notes, if any,
will not be registered under the Act or any state securities laws, and
unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of
the Act and applicable state laws.
SchwartzMSL for Rambus
Inc.
Darah Roslyn, 415-817-2519
rambus@schwartzmsl.com
Source: Rambus Inc.
News Provided by Acquire Media