Each Convertible Debenture
will be convertible into 1,667 common shares in the capital of the Company (Common Shares, and each a Common Share) representing approximately CDN$0.
To the extent that holders of the called 5% Convertible Debentures
do not convert their 5% Convertible Debentures
into common stock of Meridian Bioscience, such 5% Convertible Debentures
will be redeemed on March 1, 2007, at a redemption price of $1,010 per $1,000 face amount, plus accrued and unpaid interest to March 1, 2007.
Cornell agrees not to put the Company into an event of default under the terms of the convertible debenture
agreements until such time.
The principal reasons for the increase in net loss were $2,127,000 of non-cash charges related to fair value accounting and interest expense associated with the Company's convertible debenture
and increased general and administrative expenses.
David Dodge, vice president and CFO of NeoMedia, said the $5 million was originally due upon registration of shares underlying the previous $27 million convertible preferred agreement, but was moved forward and changed from a convertible preferred stock sale to a convertible debenture
by both parties.
The one-year interest free period from 1-01-06 through 12-31-06 on existing convertible debenture
notes and the company's redeemable convertible preferred stock remains in effect.
The preferred shares and convertible debentures
as a Unit are convertible into EMS common shares at a conversion price of $0.
The company wishes to extend the maturity date of the convertible debentures
to February 23, 2010, from an earlier date of February 23, 2009, which has been agreed upon by RAB.
Therefore, the board of directors now recommends shareholders and holders of convertible debentures
in Song to dispose of their shares and convertible debentures
by accepting TDC's offer.
The Convertible Debentures
are convertible because the closing price of Invacare's common shares exceeded the conversion threshold price of $32.
In accordance with the terms and conditions of the tender offer, and based on a preliminary count by Mellon Investor Services LLC, the depositary for the tender offer, Pixelworks expects to accept for payment $50,000,000 aggregate principal amount of convertible debentures
plus $248,000 aggregate principal amount of convertible debentures
pursuant to Pixelworks' right to purchase up to an additional 2% of the outstanding convertible debentures
without extending the tender offer in accordance with applicable federal securities laws at a purchase price of $740 per $1,000 principal amount, for a total cost of approximately $37,184,000.
Under the "Modified Dutch Auction" procedure, Pixelworks is offering to purchase, for cash, up to $50 million aggregate principal amount of the outstanding convertible debentures
at a price not greater than $750 nor less than $680, per $1,000 principal amount, plus accrued and unpaid interest thereon up to, but not including, the date of purchase of the convertible debentures
Interest on the convertible debentures
will accrue at a rate of 12% per year for the first year following the closing and 18% for the second year and will be payable in cash on the first anniversary of the closing date and on the maturity date.
Effective August 1, 2006, Hartville entered into a Conversion Agreement and Release with the holders of the two year convertible debentures
due November 2006.
50% Senior Convertible Debentures
due 2021 and an exchange fee of $3.