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
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