07.02.2008 13:05:00
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RadiSys Announces the Pricing of Its $50 Million Offering of Convertible Senior Notes Due 2013
RadiSys® Corporation
(Nasdaq:RSYS), a leading global provider of advanced embedded solutions,
today announced the pricing of $50.0 million aggregate principal
amount of its 2.75% convertible senior notes due 2013. In addition,
RadiSys has granted the underwriter an option to purchase up to an
additional $5.0 million aggregate principal amount of notes solely to
cover over-allotments.
The notes will be convertible into RadiSys common stock at an initial
conversion rate of 76.7448 shares of common stock per $1,000 principal
amount of convertible notes (which is equivalent to a conversion price
of approximately $13.03 per share), subject to adjustment upon the
occurrence of certain events. The conversion price represents
approximately a 27% premium to the closing price of RadiSys common stock
on February 6, 2008.
The notes will bear interest at a rate of 2.75% per annum from the date
of issuance, payable semi-annually, in arrears, on each August 15 and
February 15, beginning on August 15, 2008. The notes mature on February
15, 2013. Holders of the notes may require RadiSys to repurchase the
notes for cash equal to 100% of the principal amount to be repurchased
plus accrued and unpaid interest upon the occurrence of a fundamental
change. The closing of the offering of the notes is expected to occur on
or about February 12, 2008, subject to customary conditions.
In connection with this offering, RadiSys entered into a capped call
transaction with an affiliate of the underwriter for the offering. The
capped call transaction is expected to reduce the potential dilution
upon conversion of the notes. However, the dilution mitigation under the
capped call will be limited to the extent that the market value per
share of RadiSys’s common stock exceeds such
cap price. The capped call transaction has a cap price of $23.085, which
is approximately 125% higher than the closing price of RadiSys’s
common stock on February 6, 2008. In connection with hedging the capped
call transaction, the counterparty or its affiliates expect to purchase
RadiSys common stock and/or enter into various derivative transactions
with respect to RadiSys common stock concurrently with or shortly after
the pricing of the notes. In addition, the counterparty or its
affiliates may then enter into or unwind various derivative transactions
and/or purchase or sell RadiSys common stock in secondary market
transactions following the pricing of the notes. These activities could
have the effect of increasing or preventing a decline in the price of
RadiSys common stock concurrently with or following the pricing of the
notes.
The net proceeds to RadiSys from this offering will be approximately
$38.5 million after giving effect to the cost of the capped call
transaction, but exclusive of any proceeds attributable to any possible
exercise of the underwriter’s over-allotment
option. RadiSys intends to use the net proceeds from the offering for
general corporate purposes, which may include repurchasing all or a
portion of the company’s outstanding
convertible senior notes due 2023 in the open market or in privately
negotiated transactions.
Credit Suisse Securities (USA) LLC is the sole underwriter for this
offering. RadiSys has filed a registration statement (including a
prospectus) and a preliminary prospectus supplement with the Securities
and Exchange Commission for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and the preliminary prospectus supplement and
other documents RadiSys has filed with the Securities and Exchange
Commission for more complete information about RadiSys and this
offering. You may get these documents for free by visiting EDGAR on the
Securities and Exchange Commission web site at www.sec.gov.
Alternatively, RadiSys, the underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it
by calling Credit Suisse Securities (USA) LLC toll-free at
1-800-221-1037.
Forward-Looking Statements
This press release contains forward-looking statements, related to the
proposed offering of notes and the capped call transaction. Actual
events could differ materially from these forward-looking statements.
Please refer to the factors listed in RadiSys’
reports filed with the Securities and Exchange Commission (SEC),
including those listed under "Risk Factors”
in RadiSys’ Annual Report on Form 10-K for
the year ended December 31, 2006, and in the RadiSys Quarterly Reports
on Form 10-Q filed with the SEC each fiscal quarter, and other filings
with the SEC, copies of which may be obtained by contacting the Company
at 503-615-1100 or from the Company’s
investor relations web site at http://investor.radisys.com/.
Although forward-looking statements help provide additional information
about RadiSys, investors should keep in mind that forward-looking
statements are inherently less reliable than historical information. All
information in this press release is as of February 6, 2008. The Company
undertakes no duty to update any forward-looking statement to conform
the statement to actual results or changes in the Company’s
expectations.
About RadiSys
RadiSys (Nasdaq:RSYS) is a leading provider of advanced embedded
solutions for the communications networking and commercial systems
markets. Through intimate customer collaboration and combining
innovative technologies and industry leading architecture, RadiSys helps
OEMs, systems integrators and solution providers bring better products
to market faster and more economically. RadiSys products include
embedded boards, application enabling platforms and turn-key systems,
which are used in today's complex computing, processing and network
intensive applications.
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