Wilmington, DE, Oct. 20, 2023 (GLOBE NEWSWIRE) -- Enovis™ Corporation (NYSE:ENOV, "Enovis" or the "Company")) today announced the pricing of $400 million aggregate principal amount of 3.875% Convertible Senior Notes due 2028 (the "Notes") in a private offering (the "Offering"). In connection with the Offering, Enovis has granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $60 million aggregate principal amount of the Notes on the same terms and conditions. The sale of the Notes to the initial purchasers is expected to settle on October 24, 2023, subject to customary closing conditions.
The Notes will bear interest at 3.875% per year. Interest will accrue from October 24, 2023 and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2024. When issued, the Notes will be senior unsecured obligations of Enovis and will rank equal in right of payment to the Company's unsecured and unsubordinated indebtedness. The Notes will mature on October 15, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. If the pending acquisition of LimaCorporate S.p.A. ("Lima") (the "Lima Acquisition") is not consummated on or prior to June 30, 2024 or if, before such time, the acquisition agreement with respect to the Lima Acquisition is terminated or the Company reasonably determines in good faith that the Lima Acquisition will not be consummated, the Company may, at its option, redeem all (but not less than all) of the Notes on a redemption date on or prior to September 30, 2024, in cash at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a premium, if any.
Holders of the Notes will have the right to require Enovis to repurchase all or a part of their Notes upon the occurrence of a "fundamental change" in cash at a fundamental change repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date. Following certain corporate events, Enovis will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event.
The initial conversion rate of the Notes will be 17.1474 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $58.32 per share of the Company's common stock, which represents a conversion premium of approximately 30.0% to the last reported sale price of the Company's common stock on the New York Stock Exchange on October 19, 2023). Prior to the close of business on the business day immediately preceding April 15, 2028, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after April 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible, at the option of the holders of Notes, at any time regardless of such conditions. Upon conversion, Enovis will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the ...