Omnicell, Inc. finalized its private offering of $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2029 on November 22, 2024. This included the full exercise of the initial purchasers’ option to acquire up to an additional $22.5 million aggregate principal amount of the Notes. The transaction was carried out under an indenture dated November 22, 2024, with U.S. Bank Trust Company, National Association, acting as trustee.
The Notes represent general senior, unsecured obligations of Omnicell and will mature on December 1, 2029, subject to possible earlier conversion, redemption, or repurchase. Interest on the Notes at a rate of 1.00% per year will be paid semiannually. Holders have the option to convert the Notes under specified circumstances until the business day preceding August 1, 2029.
Omnicell is restricted from redeeming the Notes before December 6, 2027, except under certain conditions. Holders can demand the repurchase of Notes in case of a fundamental change. The Indenture outlines default events that could lead to the immediate payment of principal and interest.
The company utilized approximately $15.1 million of the net proceeds to cover the costs of associated convertible note hedge transactions. Furthermore, proceeds, together with available cash, were employed to repurchase around $391.2 million aggregate principal amount of Omnicell’s 0.25% Convertible Senior Notes due 2025.
In addition to the Notes offering, Omnicell engaged in convertible note hedge transactions with initial purchasers and financial institutions to minimize potential dilution to its Common Stock. Separately, warrant transactions were conducted to sell warrants at an initial strike price of $84.8200 per share.
Omnicell’s net proceeds from the offering amounted to approximately $166.0 million after deducting discounts, commissions, and expenses. The company utilized these funds alongside cash reserves to partake in repurchasing the existing 2025 Notes and to enter into hedge transactions and warrants agreements.
The Notes, Common Stock, and related securities have not been registered under the Securities Act. Omnicell intends to rely on exemptions such as Section 4(a)(2) and Rule 144A under the Securities Act for the offering and resale of the Notes.
Omnicell’s press release on the Notes offering highlighted pricing details, the potential use of proceeds, and the transformative impact of its solutions on pharmacy care. The company cautioned investors about forward-looking statements, advising that actual results could differ from ongoing plans due to unforeseen circumstances.
For more details and filings, including agreements and confirmations, you may refer to the SEC’s website. The offering updates have also been shared in a recent press release, emphasizing Omnicell’s commitment to innovation in pharmacy care.
This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Omnicell’s 8K filing here.
Omnicell Company Profile
Omnicell, Inc, together with its subsidiaries, provides medication management solutions and adherence tools for healthcare systems and pharmacies the United States and internationally. The company offers point of care automation solutions to improve clinician workflows in patient care areas of the healthcare system; XT Series automated dispensing systems for medications and supplies used in nursing units and other clinical areas of the hospital, as well as specialized automated dispensing systems for operating room; and robotic dispensing systems for handling the stocking and retrieval of boxed medications.
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