Photronics Prices $125 Million of Convertible Subordinated Notes

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Brookfield, Conn. -- Photronics Inc. announces the pricing of its offering of $125 million of 21/4 percent Convertible Subordinated Notes due 2008 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

These Notes are convertible into Photronics common stock at a conversion rate of 62.9376 shares per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. This represents a 42.5 percent premium based on the closing price of $11.15 for the common stock on April 9, 2003. Photronics may not redeem the Notes prior to their final maturity on April 15, 2008. The Notes will be issued at 100 percent of their principal amount. Photronics has granted the initial purchasers of the Notes a one-time option to purchase up to an additional $25 million principal amount of Notes.

A portion of the net proceeds from this offering will be used to redeem, on or after June 2, 2003, all $62.1 million principal amount of the company's outstanding 6 percent Convertible Subordinated Notes due 2004. The company will use the balance of the net proceeds for general corporate purposes.

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