MannKind Receives Commitment from The Mann Group to Acquire 31,250,000 Shares of Common Stock
VALENCIA, Calif.--(BUSINESS WIRE)--Feb. 2, 2012--
MannKind Corporation (Nasdaq: MNKD) today announced that it has
entered into a purchase agreement with The Mann Group LLC, an entity
controlled by MannKind’s chief executive officer and principal
stockholder, Alfred E. Mann, for the sale of shares of its common stock
to The Mann Group. The Mann Group has committed to purchase 31,250,000
restricted shares of MannKind’s common stock, the same number of shares
as the number of units that are expected to be purchased in the
concurrent public offering of MannKind’s common stock and warrants,
which was initially announced on January 31, 2012. The shares to be
purchased by The Mann Group will be priced at $2.47 per share, the
consolidated closing bid price for MannKind’s common stock as reported
by The NASDAQ Global Market on February 2, 2012, resulting in an
aggregate purchase price of approximately $77.2 million.
This aggregate purchase price will be paid by cancellation of principal
indebtedness under MannKind's existing revolving loan arrangement with
The Mann Group. At December 31, 2011, the principal amount outstanding
under the loan arrangement was $277.2 million, and MannKind had $45.0
million remaining of available borrowings under the arrangement. The
closing of this purchase is expected to take place following receipt of
applicable clearance under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (“HSR Clearance”), and receipt of stockholder
approval to increase the number of MannKind’s authorized shares, as
necessary.
The shares of MannKind common stock offered and anticipated to be sold
to The Mann Group pursuant to this purchase agreement have not been and
will not be registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. This press
release shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About MannKind
MannKind Corporation (Nasdaq: MNKD) focuses on the discovery,
development and commercialization of therapeutic products for patients
with diseases such as diabetes and cancer. Its lead product candidate,
AFREZZA®, is in late stage clinical investigation for the treatment of
adults with type 1 or type 2 diabetes for the control of hyperglycemia.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements associated with MannKind’s expectations with respect to the
completion, timing and size of its proposed financings, the payment of
the shares through cancellation of existing indebtedness, and receipt of
HSR Clearance and stockholder approval, that involve risks and
uncertainties. Words such as “believes”, “anticipates”, “plans”,
“expects”, “intends”, “will”, “goal”, “potential” and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based upon MannKind’s current
expectations. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as
a result of these risks and uncertainties, which include, without
limitation, risks associated with market conditions and the satisfaction
of customary closing conditions related to the proposed public offering,
the receipt of HSR Clearance and stockholder approval, the progress,
timing and results of clinical trials, difficulties or delays in seeking
or obtaining regulatory approval, the manufacture of AFREZZA,
competition from other pharmaceutical or biotechnology companies,
MannKind’s ability to enter into any collaborations or strategic
partnerships, intellectual property matters, stock price volatility and
other risks detailed in MannKind’s filings with the Securities and
Exchange Commission, including its quarterly report on Form 10-Q for the
quarter ended September 30, 2011 and its Current Report on Form 8-K
filed on January 31, 2012. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of
this press release. All forward-looking statements are qualified in
their entirety by this cautionary statement, and MannKind undertakes no
obligation to revise or update any forward-looking statements to reflect
events or circumstances after the date of this press release.
Source: MannKind Corporation
MannKind Corporation
Matthew Pfeffer
Chief Financial Officer
(661)
775-5300
mpfeffer@mannkindcorp.com