Rambus Prices $300 Million Offering of Zero Coupon Convertible Senior Notes
Rambus Inc. (Nasdaq:RMBS) announced today the pricing of its offering of $300million aggregate principal amount of Zero Coupon Convertible SeniorNotes due 2010 to qualified institutional buyers pursuant to Rule 144Aunder the Securities Act of 1933 (the "Act") and to persons inoffshore transactions in reliance on Regulation S under the Act. Thesale of the notes to the initial purchasers is expected to close onFebruary 1, 2005.
The notes will be convertible into cash or a combination of cashand shares of the company's common stock. The initial conversion priceof the notes is approximately $26.84 per share. The notes are subjectto repurchase in the event of a fundamental change involving thecompany at a price of 100% of the principal amount.
The company has also granted the initial purchasers a 30-dayoption to purchase up to an additional $60 million aggregate principalamount of the notes.
The company intends to use a portion of the net proceeds of theoffering to repurchase up to $75 million of its common stock. Thecompany plans to use the balance of the net proceeds for workingcapital and general corporate purposes, which may include the fundingof developing and protecting its intellectual property, and theacquisition of businesses, products, product rights or technologies.
This announcement is neither an offer to sell nor a solicitationof an offer to buy any of these securities and shall not constitute anoffer, solicitation or sale in any jurisdiction in which such offer,solicitation or sale is unlawful.
The securities have not been registered under the Act or any statesecurities laws, and unless so registered, may not be offered or soldin the United States except pursuant to an exemption from theregistration requirements of the Act and applicable state laws.