Exhibit 99.1
Execution Version
December 6, 2023
Repligen Corporation
41 Seyon Street, Bldg. 1, Suite 100
Waltham, MA 02453
Attention: Chief Financial Officer
Re: Exchange and/or Subscription for Repligen Corporation Convertible Senior Notes due 2028
Ladies and Gentlemen:
Repligen Corporation, a Delaware
corporation, (the Company), is offering a new series of its Convertible Senior Notes due 2028 (the New Notes). The New Notes will be convertible into cash up to the aggregate principal amount of any New Notes
issued, and cash, shares (Underlying Shares) of common stock of the Company, par value $0.01 per share (Stock), or a combination of cash and Underlying Shares, at the Companys election, in respect of the
remainder, if any, of the Companys conversion obligation in excess of the aggregate principal amount of such converted New Notes, in accordance with the terms of the Indenture (as defined below).
The undersigned (the Investor), for itself and, on behalf of the accounts (if any) listed on (x) Exhibit A hereto, in the case
of the Exchange (as defined below), for whom the Investor has been duly authorized to enter into the Exchange (each, including the Investor if it is listed on Exhibit A, an Exchanging Holder) and (y) Exhibit B
hereto, in the case of the Subscription (as defined below), for whom the Investor has been duly authorized to enter into the Subscription (each, including the Investor if it is listed on Exhibit B, a Subscriber), may:
(1) exchange 0.375% Convertible Senior Notes due 2024 (CUSIP 759916AB5 and ISIN: US759916AB50) of the Company (the Old
Notes) for an amount of New Notes determined as set forth herein (the Exchange); and/or
(2) subscribe for
and purchase from the Company New Notes for cash (the Subscription and, the Exchange and/or the Subscription, as applicable, the Notes Transactions),
in each case, pursuant and subject to the terms and conditions set forth in this agreement (the Exchange/Subscription Agreement or
this Agreement).
The Exchanging Holders and the Subscribers (including the Investor, as applicable) are referred to collectively as
the Purchasers, and each Purchaser (other than the Investor) is referred to herein as an Account.
The Investor
hereby confirms that this Agreement relates to participation by the Purchasers, taken together, in the:
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Exchange only ☐ |
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Subscription only ☐ |
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Exchange and Subscription ☐ |
The Investor and each Account understands that the Notes Transactions are being made without registration under the Securities Act of 1933, as amended (the
Securities Act), or any securities laws of any state of the United States or of any other jurisdiction, and that the Notes Transactions are only being made to investors who are institutional accredited investors within
the meaning of Rule 501 of Regulation D under the Securities Act that are also qualified institutional buyers (within the meaning of Rule 144A under the Securities Act) in reliance upon an exemption from registration under
Section 4(a)(2) of the Securities Act. The Notes Transactions are described in, and are being made pursuant to, the draft Indenture relating to the New Notes (the Indenture) to be entered into as of the Closing Date
(as defined below) between the Company and Wilmington Trust, National Association, as Trustee (the New Notes Trustee), as supplemented by the Pricing Term Sheet, dated as of the date hereof (the Pricing Term
Sheet and, together with the Indenture, the Transaction Documents).