Radius Health Announces Pricing of $300 Million of 3.00% Convertible Senior Notes due 2024

WALTHAM, Mass., Aug. 08, 2017 -- Radius Health, Inc. (“Radius” or the “Company”) (Nasdaq:RDUS) today announced the pricing of $300 million aggregate principal amount of 3.00% Convertible Senior Notes due 2024 (the “notes”) in an underwritten public offering (the “offering”) registered under the Securities Act of 1933, as amended. Radius has granted the underwriters an option to purchase, exercisable within a 30-day period, up to an additional $45 million principal amount of notes, solely to cover over-allotments, if any. The offering is expected to close on August 14, 2017, subject to customary closing conditions.

The notes will pay interest semiannually in arrears on March 1 and September 1 of each year at the rate of 3.00% per year, beginning March 1, 2018.  The notes will mature on September 1, 2024, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to September 1, 2021, Radius will not have the right to redeem the notes. Subject to certain conditions, on or after September 1, 2021, Radius may redeem for cash all or a part of the notes.  Prior to June 1, 2024, the notes will be convertible at the option of holders of the notes only upon satisfaction of certain conditions and during certain periods, and thereafter, will be convertible at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, holders of the notes will receive shares of Radius common stock, cash or a combination thereof, at Radius’ election. The conversion rate for the notes will initially be 20.4891 shares of Radius common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $48.81 per share, and is subject to adjustment under the terms of the notes. This represents a premium of approximately 32.5% over the last reported sale price of $36.835 per share of Radius common stock on The NASDAQ Global Market on August 8, 2017. Holders of the notes may require Radius to repurchase their notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any.

Radius estimates that the net proceeds from the offering of the notes will be approximately $290.8 million (or approximately $334.5 million if the underwriters exercise their over-allotment option in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by Radius. Radius intends to use the net proceeds from the offering to support the U.S. commercial launch of TYMLOS™ (abaloparatide) injection and the development of its life cycle management activities, such as Radius’ investigational abaloparatide transdermal patch, and to advance the development of its pipeline of product candidates, including a Phase 2 clinical trial of elacestrant (RAD1901) in breast cancer and a Phase 1 study of RAD140 in breast cancer, and for general corporate purposes.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering. Citigroup Global Markets Inc. is acting as book-runner and Leerink Partners LLC is acting as manager.

The offering is being made pursuant to Radius’ shelf registration statement (including a prospectus), which was previously filed with the Securities and Exchange Commission (“SEC”), and a preliminary prospectus supplement related to the notes, filed with the SEC on August 7, 2017, and a related free writing prospectus. Radius intends to file a final prospectus supplement setting forth the terms of the notes with the SEC. Before investing, investors should read the prospectus and the preliminary prospectus supplement, including the documents incorporated by reference therein, and any free writing prospectus related to the offering for more complete information about Radius and the offering. These documents may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from J.P. Morgan Securities LLC (c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling (866) 803-9204), from Morgan Stanley & Co. LLC (Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by calling (866) 718-1649 or by emailing [email protected]) or from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the notes or the shares of Radius common stock issuable upon conversion of the notes, if any, in any state or jurisdiction in which the offer, solicitation, or sale of the notes would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Any offers, solicitations of offers to buy, or sales of the notes will only be made pursuant to the registration statement filed with and declared effective by the SEC, including a prospectus and a related preliminary prospectus supplement.

About Radius

Radius is a science-driven fully integrated biopharmaceutical company that is committed to developing and commercializing innovative therapeutics in the areas of osteoporosis, oncology and endocrine diseases.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including but not limited to statements regarding: the anticipated use of proceeds of the offering and the timing of completion of the offering, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, (1) changes in the price of our common stock, (2) changes in the convertible note and other capital markets and (3) other important risks and uncertainties discussed in our filings with the SEC, including under the caption “1A. Risk Factors” in our most recent Quarterly Report on Form 10-Q and subsequent filings with the SEC.  Any such forward-looking statements represent management’s estimates as of the date of this press release.  While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.  These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor Relations Contact:
Barbara Ryan
Email: [email protected]
Phone: 203-274-2825