Alder BioPharmaceuticals, Inc.  Announces Offering of $200 Million of Convertible Senior Notes Due 2025

BOTHELL, Wash., Jan. 29, 2018 -- Alder BioPharmaceuticals, Inc. (NASDAQ:ALDR), a biopharmaceutical company focused on developing novel therapeutic antibodies for the treatment of migraine, announced today an underwritten offering of $200 million aggregate principal amount of convertible senior notes due 2025 (the “Notes”). In connection with this offering, Alder expects to grant the underwriters a 30-day option to purchase up to an additional $30.0 million aggregate principal amount of Notes, solely to cover over-allotments. 

The Notes will be unsecured senior obligations of Alder. Interest will be payable semi-annually in arrears. The Notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of Alder’s common stock (the “common stock”) or a combination of cash and shares of common stock, at the election of Alder. The interest rate, initial conversion rate and other terms of the Notes are to be determined upon pricing of the offering.

Alder intends to use net proceeds from the offering to fund the development and commercialization of eptinezumab, and in particular, activities in support of achieving approval by the U.S. Food and Drug Administration for, and executing the commercial launch of, the infusion formulation of eptinezumab.

Goldman Sachs & Co. LLC, Leerink Partners LLC and Wells Fargo Securities, LLC are acting as book-running managers for the offering.

A shelf registration statement relating to the offering was filed with the Securities and Exchange Commission (the “SEC”), and was effective on filing on February 23, 2017.  A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website, located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering, when available, may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone toll-free at 1-866-471-2526 or by email at [email protected]; from Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800) 808-7525, ext. 6132 or by email at [email protected]; or from Wells Fargo Securities, LLC, Attention: Equity Syndicate, 375 Park Avenue, New York, New York 10152, by telephone toll-free at 800-326-5897 or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Certain of the statements made in this press release are forward looking, such as those, among others, relating to Alder's expectations regarding the completion, timing and size of the public offering, the anticipated terms of the offering, whether Alder will be able to consummate the offering, the final terms of the offering, the satisfaction of customary closing conditions with respect to the offering of the notes, its expectations with respect to granting the underwriters a 30-day option to purchase additional principal amount of convertible senior notes, its anticipated use of net proceeds from the offering, and the continued development and commercialization of eptinezumab. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. More information about the risks and uncertainties faced by Alder is contained in the section captioned "Risk Factors" in the preliminary prospectus supplement related to the public offering filed with the SEC and other filings with the SEC from time to time. Alder disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.