Vocera Prices Offering of $200.0 Million of 0.50% Convertible Senior Notes Due 2026

Vocera Communications, Inc. (NYSE: VCRA), a recognized leader in clinical communication and workflow solutions, today announced that it has priced $200.0 million aggregate principal amount of 0.50% convertible senior notes due 2026 (the “notes”). The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Vocera also granted the initial purchasers of the notes an option to purchase up to an additional $30.0 million aggregate principal amount of notes. The offering is expected to close on March 12, 2021, subject to customary closing conditions.

Vocera estimates that the net proceeds from the offering will be approximately $193.9 million (or approximately $223.1 million 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 Vocera. Vocera expects to use a portion of the net proceeds from the offering of the notes to pay the cost of the capped call transactions described below to manage potential dilution. In addition, Vocera expects to use approximately $103.4 million of the net proceeds from the offering, together with approximately 1.3 million shares of Vocera common stock, to repurchase approximately $102.9 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2023 (the “2023 notes”) as described below. Vocera intends to use the remainder of the net proceeds for working capital and other general corporate purposes, which may include funding research and development, increasing working capital, acquisitions or investments in complementary businesses, products or technologies, and capital expenditures.

Morgan Stanley & Co. LLC, Piper Sandler & Co., and William Blair & Company, L.L.C. are acting as initial purchasers of the notes.

In connection with the pricing of the notes, Vocera has entered into capped call transactions with certain financial institutions (the “capped call counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Vocera common stock that will initially underlie the notes. The capped call transactions are expected to offset the potential dilution to holders of Vocera common stock as a result of any conversion of the notes, with such offset subject to a cap. The cap price of the capped call transactions will initially be approximately $77.96, which represents a premium of approximately 75% over the per share closing price of Vocera common stock on the New York Stock Exchange on March 9, 2021, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers of the notes exercise their option to purchase additional notes, Vocera expects to enter into additional capped call transactions with the capped call counterparties.