VALENCIA, Calif., Dec. 7 /PRNewswire-FirstCall/ -- MannKind Corporation announced today that it has agreed to sell an aggregate of 20,000,000 shares of its common stock in an underwritten public offering at a price of $17.42 per share, which is equal to the closing price of MannKind's common stock on the offering pricing date. Of the offered shares, 5,776,000 shares will be sold to certain of MannKind's officers and directors, including its chairman, chief executive officer and principal stockholder, Alfred E. Mann. Due to overall demand in the offering as well as interest from new investors, Mr. Mann will receive 5,750,000 shares in the offering. The underwriters will not receive any underwriting discount on the shares sold to the MannKind officers and directors. MannKind has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of common stock to cover over-allotments. All of the shares are being offered by MannKind.
Concurrently with its agreement to sell shares of its common stock, MannKind has agreed to sell $100,000,000 aggregate principal amount of 3.75% senior convertible notes due in 2013 in an underwritten public offering. None of these notes will be sold to Mr. Mann or other officers or directors of MannKind. MannKind has also granted the underwriters a 13-day option to purchase up to an additional $15,000,000 aggregate principal amount of notes to cover over-allotments. The notes will be convertible by holders into shares of MannKind's common stock at an initial conversion rate of 44.5002 shares of common stock per $1,000 principal amount of notes (subject to adjustment in certain circumstances), which represents an initial conversion price of approximately $22.47 per share.
The common stock offering and the senior convertible note offering are being conducted as separate public offerings by means of separate prospectus supplements, and the offerings are not contingent upon each other. MannKind expects to close the transactions on or about December 12, 2006, and each closing is subject to the satisfaction of customary closing conditions.
J.P. Morgan Securities, Inc. and Merrill Lynch & Co. are acting as joint lead managers and joint bookrunners of each of the public offerings. Wachovia Capital Markets, LLC, CIBC World Markets Corp. and Leerink Swann & Co., Inc. are acting as co-managers of the common stock offering. Information about each of the offerings is available in the prospectus supplements for the offerings filed with the Securities and Exchange Commission. Copies of the prospectus supplements can be obtained from J.P. Morgan's prospectus department at 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attention Prospectus Department and from Merrill Lynch's prospectus department at 4 World Financial Center, New York, NY 10080.
A shelf registration statement relating to the securities being offered has been filed with the Securities and Exchange Commission and has become effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state 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.
About MannKind Corporation
MannKind Corporation focuses on the discovery, development and commercialization of therapeutic products for diseases such as diabetes and cancer. Its lead product, the Technosphere(R) Insulin System, is currently in phase 3 clinical trials in the United States, Europe and Latin America, to study its safety and efficacy in the treatment of diabetes.
Forward-Looking Statements
This press release contains forward-looking statements, including statements related to the sale by MannKind of its securities, as well as MannKind's clinical trials and product candidates. Words such as "believes", "anticipates", "plans", "expects", "intend", "will", "goal", "potential" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon MannKind's current expectations and involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to MannKind's ability to meet the closing conditions required for the consummation of the public offerings, the progress, timing and results of clinical trials, difficulties or delays in seeking or obtaining regulatory approval, the manufacture of the Technosphere(R) Insulin System, competition from other pharmaceutical or biotechnology companies, MannKind's ability to enter into any collaborations or strategic partnerships, intellectual property matters and other risks detailed in MannKind's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2005 and periodic reports on Form 10-Q and Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and MannKind undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this news release.
© 2006 PR Newswire
