Integra Announces Private Placement of Convertible Senior Notes

Integra LifeSciences Holdings Corporation IART today announced that it has commenced a private offering, subject to market conditions, of $200,000,000 aggregate principal amount of convertible senior notes due 2016. Integra expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $30,000,000 aggregate principal amount of notes to cover over-allotments. The notes will be convertible, if certain conditions are met, into cash and, in certain circumstances, shares of Integra common stock, based on a volume-weighted average price of the common stock on each day of an observation period. In connection with the pricing of this offering, Integra expects to enter into convertible note hedge transactions with one or more of the initial purchasers or their respective affiliates (the "counterparties"). These transactions are expected to reduce the potential dilution upon conversion of the notes. Integra also expects to enter into warrant transactions with the counterparties. The warrant transactions could separately have a dilutive effect on Integra's earnings per share if the market price of its common stock exceeds the strike price of the warrants. In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the counterparties expect to enter into various derivative transactions with respect to Integra's common stock concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing (or reducing the size of any decrease in) the market price of Integra's common stock.