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InterMune, Inc. (ITMN) Announces Pricing of Concurrent Public Offerings of 4,000,000 Shares of Common Stock and $135 Million Principal Amount of Convertible Senior Notes


9/14/2011 6:07:04 AM

BRISBANE, Calif., Sept. 13, 2011 /PRNewswire/ -- InterMune, Inc. (Nasdaq: ITMN) today announced that it has agreed to sell an aggregate of 4,000,000 shares of its common stock at a price to the public of $24.00 per share and $135.0 million aggregate principal amount of its 2.50% convertible senior notes due 2018 in concurrent underwritten public offerings. InterMune has granted the underwriters 30-day options to purchase up to an additional 600,000 shares of its common stock and up to an additional $20.25 million aggregate principal amount of its convertible senior notes. InterMune estimates aggregate net proceeds from the concurrent offerings to be $221.9 million (assuming no exercise of the underwriters' options to purchase additional shares of common stock and convertible senior notes), after deducting underwriting discounts and commissions and estimated offering expenses. InterMune currently intends to use the net proceeds from the offerings to fund the commercial launch of EsbrietĀ® in the European Union, to fund its ASCEND trial and for general corporate purposes. All of the shares of common stock and convertible senior notes are being offered by InterMune.

The convertible notes will bear interest at a rate of 2.50% per year, payable on September 15 and March 15 of each year, commencing on March 15, 2012. The convertible senior notes will mature on September 15, 2018. If InterMune undergoes a "fundamental change" (as defined in the prospectus supplement relating to the convertible senior notes), holders of the convertible senior notes will have the option to require InterMune to repurchase all or any portion of their notes at 100% of par, plus accrued and unpaid interest up to, but not including, the repurchase date.

Holders of convertible senior notes may surrender their notes, in integral multiples of $1,000 principal amount, for conversion any time prior to the close of business on the second business day immediately preceding the maturity date. The initial conversion rate for each $1,000 aggregate principal amount of convertible senior notes is 31.4465 shares of common stock, equivalent to a conversion price of approximately $31.80 per share, which represents a premium of approximately 32.5% to the public offering price of InterMune's shares in the concurrent common stock offering.

On or after September 20, 2015, InterMune may redeem for cash all or part of the convertible senior notes at 100% of par (plus accrued and unpaid interest up to, but not including, the redemption date) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for 20 or more trading days in a period of 30 consecutive trading days ending within the 10 trading days immediately prior to the date of the redemption notice.

Goldman, Sachs & Co. and J. P. Morgan Securities LLC are acting as joint book-running managers of these offerings. JMP Securities LLC, Leerink Swann LLC, Oppenheimer & Co. Inc. and Wells Fargo Securities LLC are acting as co-managers of these offerings. The common stock offering and the convertible senior notes offering are being conducted as separate public offerings by means of separate prospectus supplements, and neither offering is contingent upon the consummation of the other. InterMune expects to close these transactions on or about September 19, 2011, and each closing is subject to satisfaction of customary closing conditions.

These offerings are being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission (the "SEC"). For each offering, a prospectus supplement and accompanying prospectus describing the terms of such offering will be filed with the SEC. Before investing in either offering, interested parties may read the prospectus supplement and the accompanying prospectus for such offering and the other documents InterMune has filed with the SEC. These documents are incorporated by reference in the prospectus supplements and the accompanying prospectus and provide more complete information about InterMune and the offerings. Copies of the prospectus supplements and base prospectus relating to the offering may be obtained, when available, from Goldman, Sachs & Co. (Attn: Prospectus Department, 200 West Street, New York, New York 10282, Fax: 212-902-9316 or Email at prospectus-ny@ny.email.gs.com or by calling 1-866-471-2526) or J.P. Morgan Securities LLC (c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 866-803-9204). Electronic copies of the prospectus supplements may be obtained by visiting EDGAR on the SEC's website at http://www.sec.gov/.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

About InterMune

InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and fibrotic diseases.

Forward-Looking Statements

This announcement contains forward-looking statements, including statements relating to InterMune's expectations regarding the completion and timing of the proposed public offerings. These statements are subject to significant risks and uncertainties, actual results could differ materially from those projected and InterMune cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the public offerings. There can be no assurance that InterMune will be able to complete either one or both of the public offerings on the anticipated terms, or at all. If InterMune is unable to raise additional capital when required or on acceptable terms, it may have to significantly delay, scale back or discontinue one or more of its drug development or discovery research programs. Additional risks and uncertainties relating to InterMune and its business can be found in the "Risk Factors" section of InterMune's annual report on Form 10-K and other periodic reports filed with the SEC, and in the prospectus supplement related to the proposed offerings to be filed with the SEC. InterMune undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in InterMune's expectations.

SOURCE InterMune, Inc.


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