DexCom Prices Offering of Upsized $1.05 Billion of 0.25% Convertible Senior Notes - Seite 2

Holders of the notes will have the right to require DexCom to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). DexCom will also be required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes occurring prior to the maturity date or following the delivery by DexCom of a notice of redemption.

DexCom estimates that the net proceeds from the offering will be approximately $1.03 billion (or approximately $1.19 billion if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by DexCom. Concurrently with the offering, DexCom intends to (i) use approximately $282.6 million of the net proceeds from the offering and (ii) issue an aggregate of 1,953,067 shares of DexCom common stock to repurchase or exchange (such transactions, the “note repurchases”) approximately $260.0 million principal amount of its existing 0.75% Convertible Senior Notes due 2022 (the “2022 notes”) through individually negotiated transactions. We also expect that some existing noteholders may purchase or sell shares of common stock in the market to hedge their exposure in connection with these transactions.

These note repurchases could increase (or reduce the size of any decrease in) the market price of DexCom common stock or the notes. We also expect that some existing noteholders may purchase or sell shares of common stock in the market to hedge their exposure in connection with these transactions. The note repurchases and any associated hedging by holders could have affected the market price of DexCom common stock concurrently with the pricing of the notes, and could have also resulted in higher effective conversion prices for the notes.

DexCom intends to use the remainder of the net proceeds from the offering for capital expenditures, working capital and general corporate purposes, which may include in-licensing or acquisitions of, or investments in, other businesses, products or technologies, or additional note repurchases or any share repurchases. However, DexCom has no commitments or specific plans with respect to any such acquisitions, material investments or additional note or any share repurchases at this time.