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The notes will pay interest semi-annually at a rate of 5.375% per annumand mature on June 15, 2013. The notes will have an initial conversion rate of46.8467 shares of the Company's common stock per $1,000 principal amount ofthe notes, representing an initial conversion price of approximately $21.35per share of common stock. Subject to customary closing conditions, theCompany expects to close the offering on June 16, 2008.
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The Company will use the net proceeds from the offering to repay andterminate its outstanding term loan and for general corporate purposes.
This notice does not constitute an offer to sell or a solicitation of anoffer to buy securities. Any offers of the notes will be made only by means ofa private offering memorandum. The notes and any common stock of the Companyissuable upon conversion of the notes have not been registered under theSecurities Act of 1933, as amended, or the securities laws of any otherjurisdiction and may not be offered or sold absent registration or anapplicable exemption from registration requirements.
This press release contains forward-looking statements concerning theCompany's expectations, anticipations, intentions, beliefs or strategiesregarding the offering, the over-allotment option and the use of proceeds fromthe offering. These forward-looking statements are based on its currentexpectations and beliefs concerning future developments and their potentialeffects on it. There can be no assurance that future developments affectingit will be those that it has anticipated. These forward-looking statementsinvolve a number of risks, uncertainties (some of which are beyond itscontrol) or other assumptions that may cause actual results or performance tobe materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are notlimited to: risks associated with the Company's dependence on the OmniPodSystem; the Company's ability to achieve and maintain market acceptance of theOmniPod System; potential manufacturing problems, including damage,destruction or loss of any of the Company's automated assembly units ordifficulties in implementing its automated manufacturing strategy; potentialproblems with sole source or other third-party suppliers on which the Companyis dependent; the Company's ability to obtain favorable reimbursement fromthird-party payors for the OmniPod System and potential adverse changes inreimbursement rates or policies relating to the OmniPod; potential adverseeffects resulting from competition with competitors; technological innovationsadversely affecting the Company's business; potential termination of theCompany's license to incorporate a blood glucose meter into the OmniPodSystem; the Company's ability to protect its intellectual property and otherproprietary rights; conflicts with the intellectual property of third parties;adverse regulatory or legal actions relating to the OmniPod System; thepotential violation of federal or state laws prohibiting "kickbacks" and falseand fraudulent claims or adverse affects of challenges to or investigationsinto the Company's practices under these laws; product liability lawsuits thatmay be brought against the Company; unfavorable results of clinical studiesrelating to the OmniPod System or the products of the Company's competitors;potential future publication of articles or
