The Medicines Company Announces Intention to Offer $350 Million of Convertible Notes

6/6/16

PARSIPPANY, N.J.--(BUSINESS WIRE)--The Medicines Company (NASDAQ:MDCO) (the “Company”) today announced that it proposes to offer $350 million aggregate principal amount of convertible senior notes due 2023, subject to market conditions and other factors. The notes are to be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be convertible, upon certain conditions, into cash, shares of the Company’s common stock or a combination thereof, at the Company’s option. The interest rate, conversion rate, offering price and other terms will be determined by negotiations among the Company and the initial purchasers of the notes. The Company also expects to grant to the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of the notes.

The Company expects to use a portion of the net proceeds of the offering to repurchase approximately $220 million of its 1.375% convertible notes due 2017 (the “2017 notes”) in privately negotiated transactions effected through one of the initial purchasers. The price of the 2017 notes repurchased in such transactions will be subject to individual negotiations with each holder of 2017 notes whose 2017 notes are repurchased. In the case of repurchases effected concurrently with the offering, this activity could affect the market price of the Company’s common stock concurrently with, or shortly after, the pricing of the notes, and could result in a higher effective conversion price for the notes. In addition, following the offering, the Company may from time to time repurchase additional 2017 notes and may use net proceeds from the offering to make such repurchases. Any future repurchases could affect the market price of the Company’s common stock or the notes.

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