Neurocrine Biosciences Inc.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 06:32
Material Event Form 8 K
Item 8.01. Other Events
On October 31, 2024, Neurocrine Biosciences, Inc. ("Neurocrine Biosciences" or the "Company") entered into an accelerated share repurchase ("ASR") transaction under an agreement (the "ASR Agreement") with Goldman Sachs & Co. LLC ("GS&Co."), to repurchase an aggregate of $300.00 million (the "Repurchase Price") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The ASR transaction is being completed pursuant to a previously announced $300.00 million share repurchase program authorized by the Company's Board of Directors.
Under the terms of the ASR Agreement, on November 4, 2024, Neurocrine Biosciences will pay the Repurchase Price and receive Common Stock with an aggregate value of 80% of the Repurchase Price based on the closing share price of the Common Stock on October 31, 2024. The total number of shares to be repurchased under the ASR Agreement will be based on volume-weighted average prices of the Common Stock during the term of the ASR transaction less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. Upon final settlement of the ASR transaction, Neurocrine Biosciences may be entitled to receive additional shares of Common Stock from GS&Co. or, under certain circumstances specified in the ASR Agreement, Neurocrine Biosciences may be required to deliver shares of Common Stock or make a cash payment, at its option, to GS&Co.
The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR transaction may be accelerated, extended or terminated early by GS&Co., and various acknowledgments, representations and warranties made by the parties to one another. The ASR transaction is scheduled to terminate in the first quarter of 2025.