Inotiv, Inc. Announces Proposed Convertible Senior Notes Offering

A leading outsourced research institution specializing in non-clinical and analytical drug discovery and development services today has a total principal of $ 110 million on senior convertible bonds due in 2027, depending on market and other conditions. ("Notes" in private placements to qualified institutional investors under Rule 144A of the revised Securities Act of 1933 ("Securities Act")). Note is BAS Evansville, Inc., a wholly owned subsidiary of Inochif. ("Sponsor") provides a complete and unconditional guarantee on a senior basis, unsecured. Inotiv also expects the first purchaser of the note to grant a call option for settlement, including an additional $ 16.5 million in principal, within 13 days of the date the note was first issued. I am. With bonds.

Inotiv will use the net revenue from the Note Offering to finance the previously announced acquisition of Envigo RMS Holding Corp, Innotivs, for the cash purchase price, along with a loan under the new secured credit facility. ("Envigo Acquisition"), when completed, and to pay the associated fees and expenses. Promissory notes take precedence, Inochif's unsecured debt and interest are available semi-annually and expire on October 15, 2027 unless repurchased, redeemed or converted early. Bondholders have the right to convert their mortgages in certain circumstances and for certain periods of time. Inotiv, depending on the time, settles the conversion by paying or delivering cash, its common stock, or a combination of cash and its common stock, with Innotivs' options. However, until Inotiv obtains shareholder approval as required by certain NASDAQ Capital Market listing standards, Inotiv will increase the number of approved common stock and only issue enough common stock after conversion of notes. I made the reservation. , Innotiv will settle all conversions in cash.

Bonds will be in full, full or partial on or after October 15, 2024, before or on the 40th trading day scheduled just before the expiration date, and only if the last report is made, at the option of Inochifus. You can repay instead. Per common share is over 130% of the conversion price over a period of time. The redemption price is equal to the principal of the bonds to be repaid plus accrued and accrued interest up to the repayment date, but does not include the repayment date. If the acquisition of Envigo is not terminated due to the closure of the business on June 30, 2022, or if the relevant Envigo merger agreement is settled in accordance with its terms or the Innotivs Board of Directors. Due to the sincere decision that the acquisition of Envigo will not take place, the bonds may be repaid in full or in part at Innotivs' option on a redemption date prior to October 3, 2022. Cash price, accrued interest, accrued interest, and compensation premium equivalent to 101% of the principal of the bonds to be amortized.

If there is a "basic change" (as defined in the note issuance agreement), the note owner can request Inotiv to buy back the note in cash. The repurchase price is equal to, but not included, the principal of the bonds to be repaid plus accrued and accrued interest up to the corresponding repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

The offer and sale of the notes, the guarantee and any common shares issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any common shares issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Note interest rates, initial conversion rates and other conditions are determined by the offer price.

Offerings and sales of bonds, securities and common stock that may be issued after the conversion of bonds have not been and will not be recorded in accordance with securities law or other securities law. It will not be provided. Alternatively, it will be sold unless under exemption from transactions that are not subject to the registration requirements of security laws and other applicable security laws. This press release does not constitute an offer to sell, or offer to purchase, a bill or common stock that may be issued at the time of conversion of the bill, and there is no sale of the bill or such stock. .. state. Or any other jurisdiction where such an offer, sale, or solicitation is illegal.