Novatel Wireless Announces Pricing of Private Offering of $120 Million of 5.50% Convertible Senior Notes Due 2020
The Convertible Notes will be senior unsecured obligations of the Company. The closing of the sale of the Convertible Notes is expected to occur on
The Convertible Notes will pay interest semi-annually at a rate of 5.50% per year and will mature on
On or after
The offer and sale of the Convertible Notes and any shares of the Company's common stock that may be issued upon conversion of the Convertible Notes have not been registered under the Securities Act of 1933 (the "Securities Act") or any state securities laws and, unless so registered, the Convertible Notes and any such shares may not be offered or sold in
The gross proceeds from the offering will be
Targets Potential Acquisition Candidates, including DigiCore Holdings Limited
The Company is currently engaged in negotiations with respect to several contemplated acquisitions, including the Company's proposed acquisition of all of the issued ordinary shares of DigiCore Holdings Limited, a South African company traded on the
Notwithstanding such negotiations, as of the date hereof, the parties have not entered into any binding agreements with respect to any proposed transaction. Although substantial due diligence has already been conducted and a transaction agreement is being negotiated, neither DigiCore nor the Company are under any obligation to enter into any such agreement or to continue any such discussions and negotiations. The Company cannot give any assurance that the parties will be able to reach an agreement on the terms of any proposed transaction or reach an agreement with respect to the terms and conditions to be contained in any definitive agreement. The execution of any definitive agreement would also be subject to the satisfactory completion of business, technical, financial and legal due diligence. Even if the parties are successful in entering into a definitive agreement, any transaction would be subject to a number of conditions which would need to be satisfied before such transaction could be consummated, including foreign anti-competition and other regulatory approvals, approval by the JSE Limited, approval by or acceptance of DigiCore's stockholders and the availability to the Company of sufficient funds to consummate the transaction.
This release does not constitute an offer to sell or a solicitation of an offer to buy any of the Convertible Notes or shares of the Company's common stock, nor shall there be any sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such jurisdiction. Any offers of the securities will be made only by means of a private offering circular.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including, without limitation, statements regarding the completion, timing and size of the proposed private offering, the Company's anticipated proceeds from the offering and its use of those proceeds, including the potential acquisition of DigiCore, and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see the risk disclosures in the Company's Annual Report on Form 10‑K for the year ended
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