Repligen To Issue $1B Of 0.25% Convertible Senior Notes Due 2031 As Part Of Exchange, With ~$541.4M Of New Notes Issued In Exchange For ~$456.8M Of 2028 Notes And ~$458.6M Of New Notes Issued For Cash

Repligen Corporation (NASDAQ:RGEN) ("Repligen"), today announced that it entered into privately negotiated exchange and/or subscription agreements with certain holders of its outstanding 1.00% Convertible Senior Notes due 2028 (the "2028 Notes") and certain new investors, pursuant to which Repligen will issue $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the "New Notes"). Approximately $541.4 million principal amount of the New Notes will be issued in exchange for approximately $456.8 million principal amount of 2028 Notes (the "Exchange Transactions") and approximately $458.6 million principal amount of the New Notes will be issued for cash (the "Subscription Transactions", and together with the Exchange Transactions, the "Transactions"). The conversion price for the New Notes will initially be approximately $226.37 per share of Repligen’s common stock, which represents a conversion premium of approximately 20% over the closing price of Repligen’s common stock on October 29, 2026, subject to customary anti-dilution adjustments. Following the closing of the Transactions, which is expected to occur on or about November 6, 2026, subject to customary closing conditions, approximately $143.2 million in aggregate principal amount of 2028 Notes will remain outstanding with terms unchanged.

Repligen estimates that the gross proceeds from the Subscription Transactions will be approximately $458.6 million, excluding fees payable to the placement agent for the Transactions and other offering expenses payable by Repligen. Repligen intends to use approximately $120.0 million of the net proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the New Notes through a financial intermediary at a price per share of $188.64, which is equal to the last reported sale price of its common stock on October 29, 2026, in order to facilitate the Transactions. Repligen intends to use the remainder of the net proceeds for working capital and general corporate purposes, including to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. Repligen will not receive any cash proceeds from the Exchange Transactions.

In connection with the issuance of the New Notes, Repligen has been advised that the placement agent for the Transactions intends to purchase approximately $30.0 million of Repligen’s common stock from certain participants in the Transactions through a financial intermediary at a discount to the last reported sale price of the common stock on October 29, 2026.

Such concurrent repurchases by Repligen and purchases by the placement agent of Repligen’s common stock could increase (or reduce the size of any decrease in) the market price of Repligen’s common stock or the New Notes.