Full Press Release Details
Repligen Corporation
41 Seyon Street, Bldg. 1, Suite 100
Attention: Chief Financial Officer
Re: Exchange and/or Subscription for Repligen Corporation Convertible Senior Notes due 2028
Ladies and Gentlemen:
Repligen Corporation, a Delaware
corporation, (the Company ), is offering a new series of its Convertible Senior Notes due 2028 (the New Notes ). The New Notes will be convertible into cash up to the aggregate principal amount of any New Notes
issued, and cash, shares ( Underlying Shares ) of common stock of the Company, par value $0.01 per share ( Stock ), or a combination of cash and Underlying Shares, at the Company s election, in respect of the
remainder, if any, of the Company s conversion obligation in excess of the aggregate principal amount of such converted New Notes, in accordance with the terms of the Indenture (as defined below).
The undersigned (the Investor ), for itself and, on behalf of the accounts (if any) listed on (x) Exhibit A hereto, in the case
of the Exchange (as defined below), for whom the Investor has been duly authorized to enter into the Exchange (each, including the Investor if it is listed on Exhibit A, an Exchanging Holder ) and (y) Exhibit B
hereto, in the case of the Subscription (as defined below), for whom the Investor has been duly authorized to enter into the Subscription (each, including the Investor if it is listed on Exhibit B, a Subscriber ), may:
(1) exchange 0.375% Convertible Senior Notes due 2024 (CUSIP 759916AB5 and ISIN: US759916AB50) of the Company (the Old
Notes ) for an amount of New Notes determined as set forth herein (the Exchange ); and/or
and purchase from the Company New Notes for cash (the Subscription and, the Exchange and/or the Subscription, as applicable, the Notes Transactions ),
in each case, pursuant and subject to the terms and conditions set forth in this agreement (the Exchange/Subscription Agreement or
The Exchanging Holders and the Subscribers (including the Investor, as applicable) are referred to collectively as
the Purchasers, and each Purchaser (other than the Investor) is referred to herein as an Account.
hereby confirms that this Agreement relates to participation by the Purchasers, taken together, in the:
The Investor and each Account understands that the Notes Transactions are being made without registration under the Securities Act of 1933, as amended (the
Securities Act ), or any securities laws of any state of the United States or of any other jurisdiction, and that the Notes Transactions are only being made to investors who are institutional accredited investors within
the meaning of Rule 501 of Regulation D under the Securities Act that are also qualified institutional buyers (within the meaning of Rule 144A under the Securities Act) in reliance upon an exemption from registration under
Section 4(a)(2) of the Securities Act. The Notes Transactions are described in, and are being made pursuant to, the draft Indenture relating to the New Notes (the Indenture ) to be entered into as of the Closing Date
(as defined below) between the Company and Wilmington Trust, National Association, as Trustee (the New Notes Trustee ), as supplemented by the Pricing Term Sheet, dated as of the date hereof (the Pricing Term
Sheet and, together with the Indenture, the Transaction Documents ).
In connection with the issuance of the New Notes, the Company expects to repurchase shares of its Stock from
certain institutional investors (the Share Repurchase ).
New Notes having an aggregate principal amount, for each Exchanging Holder, as set forth in column 3 of Exhibit A (such aggregate
principal amount of New Notes, the Exchanged New Notes ), and the Company agrees to issue such Exchanged New Notes to the Exchanging Holders in exchange for such Exchanged Old Notes. For the avoidance of doubt, Exchanged New Notes
will be issued in denominations of $1,000 principal amount and integral multiples thereof, and the Company will not make any separate cash payment in respect of rounded amounts or interest, if any, accrued and unpaid to the Closing Date (as defined
below) for the Exchanged Old Notes. Instead, such amounts will be deemed to be paid in full rather than cancelled, extinguished or forfeited upon exchange of the Exchanged Old Notes for the Exchanged New Notes. Subject to the terms and conditions of
this Exchange/Subscription Agreement, the Investor, on behalf of itself and each Exchanging Holder, hereby (a) waives any and all other rights with respect to such Exchanged Old Notes, and (b) releases and discharges the Company from any
and all claims the Investor and each Exchanging Holder may now have, or may have in the future, arising out of, or related to, such Exchanged Old Notes.
All questions as to the form of all documents
and the validity and acceptance of the Old Notes and the New Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Investor (for itself and, if applicable, on behalf of each Account) has executed
this Exchange/Subscription Agreement as of the date first written above.
| Legal Name of Executing Investor: | ||
| By | ||
| Name: | ||
| Title: | ||
| Legal Name: |
[Signature Page to Exchange/Subscription Agreement]
ACCEPTED AND AGREED:
| Repligen Corporation | ||
| By | ||
| Name: | ||
| Title: |
[Signature Page to Exchange/Subscription Agreement]
EXHIBIT A: FOR THE EXCHANGE
| Name of Exchanging Holder (i.e., Beneficial Owner) | Aggregate Principal Amount of Exchanged Old Notes | Aggregate Principal Amount of Exchanged New Notes | ||||||
| $ | $ | |||||||
| Total: | $ | $ |
EXHIBIT B: FOR THE SUBSCRIPTION
Participating Accounts, Allocation of Aggregate Principal Amount of Purchased New Notes and Cash Purchase Price:
| Name of Subscriber | Purchased New Notes | Cash Purchase Price | ||||||
| $ | $ | |||||||
| Total: | $ | $ |
EXHIBIT C TO THE EXCHANGE/SUBSCRIPTION AGREEMENT
NOTICE OF EXCHANGE/SUBSCRIPTION PROCEDURES
Attached are Exchange/Subscription Procedures for the settlement of the exchange and/or subscription for Repligen Corporation (the Company )
Convertible Senior Notes due 2028 (the New Notes ) pursuant to the Exchange/Subscription Agreement, dated as of December 6, 2023, between you and the Company which is expected to occur on or about December 14, 2023. To ensure
timely settlement, please follow the instructions for exchanging your Repligen Corporation s 0.375% Convertible Senior Notes due 2024 (the Old Notes ) (if applicable) and/or subscribing for New Notes (if applicable) as set
forth on the following page.
These instructions supersede any prior instructions you received. Your failure to comply with the attached
instructions may delay your receipt of the New Notes.
If you have any questions, please contact Yun Xie at (917) 727-9869.
OPTION A EXCHANGING OLD NOTES FOR NEW NOTES ONLY
Delivery of Old Notes
You must direct the eligible DTC participant through which you hold a beneficial interest in the Old Notes to post on December 14, 2023, no
later than 9:00 a.m., New York City time, one-sided withdrawal instructions through DTC via DWAC, the aggregate principal amount1 of Exchanged Old Notes (CUSIP 759916AB5/ISIN: US759916AB50)
set forth in column 2 of Exhibit A ( Aggregate Principal Amount of Exchanged Old Notes ) of the Exchange/Subscription Agreement.
It is important that this instruction be submitted and the DWAC posted on December 14, 2023, no later than 9:00 a.m., New York City time.
To receive New Notes
You must direct your eligible DTC participant through which you wish to hold a beneficial interest in the New Notes to post and accept on
December 14, 2023, no later than 9:00 a.m., New York City time, a one-sided deposit instruction through DTC via DWAC for the aggregate principal amount2 of Exchanged New Notes (CUSIP/ISIN
#: 759916 AC3 / US759916AC34) set forth in column 3 of Exhibit A ( Aggregate Principal Amount of Exchanged New Notes ) of the Exchange/Subscription Agreement.
It is important that this instruction be submitted and the DWAC posted on December 14, 2023, no later than 9:00 a.m.,
New York City time. You must complete BOTH steps described above in order to complete the exchange of Old Notes for New Notes.
OPTION B PURCHASING NEW NOTES ONLY (WITHOUT AN EXCHANGE OF OLD NOTES)
To receive New Notes
important that this instruction be submitted and the DWAC posted on December 14, 2023, no later than 9:00 a.m., New York City time.
OPTION C EXCHANGING OLD NOTES FOR NEW NOTES AND PURCHASING NEW NOTES
For that portion of New Notes being acquired by means of an exchange for Old Notes, you must follow the steps outlined in Option
For that portion of New Notes you are acquiring in addition to those acquired pursuant to
Option A above, you must follow the steps outlined in Option B above.
On December 14, 2023, after the Company receives your Old Notes (if applicable) and/or your Cash Purchase Price (if
applicable) and your delivery instructions as set forth below, and subject to the satisfaction of the conditions to closing as set forth in your Exchange/Subscription Agreement, the Company will deliver your New Notes in accordance with the delivery
instructions set forth above.
EXHIBIT D TO THE EXCHANGE/SUBSCRIPTION AGREEMENT
Purchaser Settlement Details
settlement instructions are to be delivered to the Company for each Purchaser no later than one (1) business day after the date of the Exchange/Subscription Agreement.
| Name of Purchaser: | ||||
| Purchaser Address: | ||||
| Telephone: | ||||
| Email Address: | ||||
| Country of Residence: | ||||
| Taxpayer Identification Number: | ||||
| If Purchaser is an Exchanging Holder: | ||||
| Exchanged Old Notes | ||||
| DTC Participant Number: | ||||
| DTC Participant Name: | ||||
| DTC Participant Phone Number: | ||||
| DTC Participant Contact Email: | ||||
| FFC Account #: | ||||
| Account # at Bank/Broker: | ||||
| Exchanged New Notes (if different from Exchanged Old Notes) | ||||
| DTC Participant Number: | ||||
| DTC Participant Name: | ||||
| DTC Participant Phone Number: | ||||
| DTC Participant Contact Email: | ||||
| FFC Account #: | ||||
| Account # at Bank/Broker: |
If Purchaser is a Subscriber:
DTC Participant Information for Delivery of Purchased New Notes
| DTC Participant Number: | ||
| DTC Participant Name: | ||
| DTC Participant Phone Number: | ||
| DTC Participant Contact Email: | ||
| FFC Account #: | ||
| Account # at Bank/Broker: |
Backup Withholding Tax
Under U.S. federal income tax law, an Investor (or Account(s) of such Investor, if applicable) generally must provide such Investor s (or Account(s) of
such Investor, if applicable) correct taxpayer identification number ( TIN ) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding. A TIN is
generally an individual holder s social security number or an Investor s (or Account(s) of such Investor, if applicable) employer identification number. If the correct TIN is not provided, the Investor (or Account(s) of such Investor, if
applicable) may be subject to penalties imposed by the IRS. In addition, certain payments made to holders may be subject to U.S. backup withholding tax (currently set at 24% of the payment). If an Investor (or Account(s) of such Investor, if
applicable) is required to provide a TIN but does not have a TIN, the Investor (or Account(s) of such Investor, if applicable) should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to these backup withholding
and reporting requirements. A Non-U.S. Holder may be required to comply with certain certification procedures to establish that the holder is not a United States person (as defined in
Section 7701(a) of the Code) in order to avoid backup withholding. U.S. backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that holder s U.S.
federal income tax liability, provided that the required information is timely furnished to the IRS. In certain circumstances, information returns may be filed with the IRS. Copies of these information returns may also be made available under the
provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides. Investors (or Account(s) of such Investors, if applicable) are urged to consult their
tax advisors regarding how to complete the appropriate forms and to determine whether they are exempt from backup withholding or other withholding taxes.
Portfolio Interest Exemption (for Investors (or Account(s) of such Investors, if applicable) That Are Not U.S. Persons for U.S. Federal Income Tax
Under U.S. federal income tax law, an Investor (or Account(s) of such Investor, if applicable) that is otherwise not eligible to provide an
IRS Form W-9 must claim an exemption from U.S. withholding tax on payments or deliveries attributable to accrued and unpaid interest. Any Investor (or Account(s) of such Investor, if applicable) that claims