AMRN News 8K
http://files.shareholder.com/downloads/AMRN/1047414484x0xS1193125-15-391271/897448/filing.pdf
As previously disclosed in the Current Report on Form 8-K filed by Amarin Corporation plc (the “Company”) with the Securities and Exchange Commission
on November 20, 2015 (the “November 20 Form 8-K”), Corsicanto Limited, a private limited company incorporated under the laws of Ireland (“Corsicanto”) and a
wholly owned subsidiary of the Company, and the Company entered into separate, privately negotiated purchase agreements with certain holders of the
Corsicanto’s outstanding 3.50% Exchangeable Senior Notes due 2032 issued on January 9, 2012 (the “2012 Notes”) pursuant to which the Company agreed to
purchase (the “2012 Notes Purchase”) approximately $16.2 million in aggregate principal amount of the 2012 Notes for $15.9 million, which includes accrued but
unpaid interest on such 2012 Notes to, but not including, the closing date of the 2012 Notes Purchase. The 2012 Notes Purchase closed on November 24, 2015 and
November 30, 2015. Approximately $15.1 million in aggregate principal amount of 2012 Notes remain outstanding.
Note Issuance
As previously disclosed in the November 20 Form 8-K, concurrent with the entry into of the purchase agreements related to the 2012 Notes Purchase, the
Company entered into a privately negotiated subscription agreement with one of its existing investors (the “Investor”), pursuant to which the Investor agreed to
purchase approximately $31.3 million in aggregate principal amount of new 3.50% November 2015 Exchangeable Senior Notes due 2032 (the “New Notes”) for
approximately $27.5 million. The New Notes issuance closed on November 24, 2015. Approximately $15.9 million of the proceeds from the New Notes issuance
were used to finance the 2012 Notes Purchase and the remainder will be used for working capital and general corporate purposes. A description of the New Notes is
set forth in Item 1.01 of the November 20 Form 8-K and is hereby incorporated by reference herein. Such description and the description of the New Notes
included herein do not purport to be complete and are qualified in their entirety by reference to the form of the New Note, which is filed as Exhibit 10.2 to the
November 20 Form 8-K and is hereby incorporated by reference herein.
The Company offered and sold the New Notes to the Investor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”). The offer and sale of the New Notes did not involve a public offering, the solicitation of offers for the New Notes was
not done by any form of general solicitation or general advertising, and offers for the New Notes were only solicited from the Investor, which the Company
believes to be an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act. The
New Notes and any ADSs that may be issued upon exchange of the New Notes will not be registered under the Securities Act, and may not be offered or sold in the
United States absent registration under the Securities Act or an applicable exemption from registration requirements.