SOURCE: Amarin Corp. Plc

November 20, 2015 06:00 ET

Amarin Announces Agreement to Purchase $16.2 Million of Its Existing Exchangeable Notes and Pricing of $31.3 Million of New Exchangeable Notes

BEDMINSTER, NJ and DUBLIN, IRELAND--(Marketwired - November 20, 2015) - Amarin Corporation plc (NASDAQ: AMRN) ("Amarin") announced today that it and its wholly owned subsidiary, Corsicanto Limited, a private limited company incorporated under the laws of Ireland (the "Issuer"), have entered into separate, privately negotiated purchase agreements with certain holders of the Issuer's outstanding 3.50% Exchangeable Senior Notes due 2032 issued on January 9, 2012 (the "2012 Notes") pursuant to which Amarin will purchase (the "2012 Notes Purchase") approximately $16.2 million in aggregate principal amount of the 2012 Notes for $15.9 million, which reflects a discount from the par amount of such 2012 Notes and includes accrued but unpaid interest on such 2012 Notes to, but not including, the anticipated closing date of the 2012 Notes Purchase. Following the closing of the 2012 Notes Purchase, the Issuer will have approximately $15.1 million in aggregate principal amount of 2012 Notes outstanding.

Concurrently with the 2012 Notes Purchase, Amarin entered into a privately negotiated subscription agreement with one of its existing investors (the "Investor"), pursuant to which the Investor agreed to purchase approximately $31.3 million in aggregate principal amount of new 3.50% November 2015 Exchangeable Senior Notes due 2032 (the "New Notes") for approximately $27.5 million. Approximately $15.9 million of such proceeds will be used to finance the 2012 Notes Purchase and the remainder will be used for working capital and general corporate purposes. The New Notes will have substantially identical terms to the Issuer's 3.50% May 2014 Exchangeable Senior Notes due 2032, which were issued in May 2014, except that the New Notes will be issued by Amarin and will not be guaranteed by any entity. More specifically, the New Notes will be exchangeable into American Depositary Shares of Amarin ("ADSs") at the option of the holders at an initial exchange rate of 384.6154 ADSs per $1,000 principal amount of New Notes (equivalent to an initial exchange price of approximately $2.60 per ADS), subject to adjustment in certain circumstances.

The New Notes will accrue interest at an annual rate of 3.50% from, and including, November 24, 2015. Interest on the New Notes will be payable semiannually in arrears on January 15 and July 15 of each year, beginning January 15, 2016. The New Notes will mature on January 15, 2032, unless previously repurchased, redeemed or exchanged in accordance with their terms prior to such date.

Holders of the New Notes will have the option to require Amarin to purchase any outstanding New Notes on each of January 19, 2019, January 19, 2024 and January 19, 2029 at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. Amarin will have the right to redeem the New Notes on or after January 19, 2018 at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest thereon. The New Notes will also provide Amarin with the option to exchange the New Notes in whole or in part, prior to maturity, into the underlying ADSs, provided the trading price of one ADS of Amarin equals or exceeds $2.86 (or 110% of the then applicable exchange price) for the required measurement period. If Amarin exercises the exchange option on or before January 15, 2018, in certain circumstances, the applicable exchange rate will be increased in accordance with a make-whole table included in the indenture that governs the New Notes. In addition, the exchange rate will be increased in certain circumstances for exchanges in connection with certain fundamental changes in accordance with the same make-whole table.

The 2012 Notes Purchase and the issuance of the New Notes are expected to close on November 24, 2015, subject to customary closing conditions. Lazard Frères & Co. LLC is acting as Amarin's financial advisor in connection with the 2012 Notes Purchase and the New Notes issuance.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The New Notes and the ADSs issuable upon exchange of the New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements.

About Amarin

Amarin Corporation plc is a biopharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular health. Amarin's product development program leverages its extensive experience in lipid science and the potential therapeutic benefits of polyunsaturated fatty acids. Amarin's clinical program includes commitment to an ongoing outcomes study. Amarin's first product, Vascepa® (icosapent ethyl) capsules, is a highly pure EPA omega-3 prescription product.

Forward-Looking Statements

This press release contains forward-looking statements concerning Amarin's expectations, anticipations, intentions, beliefs or strategies regarding the 2012 Notes Purchase and the sale and issuance of the New Notes. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. Among the factors that could cause actual results to differ materially from those described or projected herein are the following: financial market conditions, actions by the counterparties to the 2012 Notes Purchase and the New Notes issuance prior to the respective closings, Amarin's ability to continue to commercialize and increase market acceptance of Vascepa® (icosapent ethyl), Amarin's continued interactions with the FDA, including in light of the recent declaratory judgment regarding Amarin's ability to promote to healthcare professionals certain uses of Vascepa and the result of any related settlement or appeal, the inherent uncertainties maintaining intellectual property rights and protections, Amarin's ability to successfully operate under current and future collaboration arrangements, and the results of Amarin's current and future clinical trials. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin's filings with the U.S. Securities and Exchange Commission, including its most recent Quarterly Report on Form 10-Q. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Amarin undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

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