Mexichem, S.A.B. de C.V. Launches Tender Offer And Consent Solicitation For 8.750% Senior Notes Due 2019
MEXICO CITY, Sept. 7, 2012 /PRNewswire/ — Mexichem, S.A.B. de C.V. (the “Company”) today announced that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 8.750% Senior Notes due 2019 (the “Notes”). There are currently U.S. $350 million in aggregate principal amount of the Notes outstanding. The Notes are guaranteed by certain subsidiaries. In connection with the Tender Offer, the Company is also soliciting the consents (the “Consent Solicitation”) of the holders of the Notes to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture. With respect to the Indenture, the Proposed Amendments require the consents (the “Requisite Consents”) of holders of a majority in aggregate principal amount of the applicable Notes outstanding (excluding any Notes held by the Company or its affiliates). Holders who tender their Notes pursuant to the Tender Offer must provide their consent to the Proposed Amendments pursuant to the related Consent Solicitation.
The Tender Offer and related Consent Solicitation will expire at 5:00 p.m., New York City time, on September 13, 2012, unless extended or earlier terminated by the Company (the “Expiration Date”). Holders who tender their Notes prior to the Expiration Date will be eligible to receive the total consideration of U.S.$1,245.00 per U.S.$1,000 principal amount of Notes validly tendered and accepted (the “Total Consideration”), which includes U.S.$30.00 as a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date. Tendered Notes may not be withdrawn and the related consents may not be revoked, except as may be required by applicable law.
If the Requisite Consents are not obtained in connection with the Consent Solicitation, the Consent Solicitation may be terminated, and the Proposed Amendments to the related Indenture will not become effective; however, the Company may in its sole discretion accept and purchase Notes tendered pursuant to the concurrent Tender Offer for an amount in cash equal to the Total Consideration.
The Company’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including a financing condition.
The terms and conditions of the Tender Offer and Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated September 7, 2012, and the related Letter of Transmittal and Consent (together, the “Offer Documents”). Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the “Information Agent”). Requests for copies of the Offer Documents should be directed to the Information Agent at (800) 769-4414 (toll free) or (212) 269-5550.
The Company reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason. The Company is making the Tender Offer and Consent Solicitation only in those jurisdictions where it is legal to do so.
The Company has retained Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to act as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect), HSBC at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect), J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-2452 (collect) or Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer Documents. Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation are not being made to, nor will the Company accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offer and Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. The Company expressly reserves the right, subject to applicable law, to terminate the Tender Offer and Consent Solicitation.
Mexichem is one of the largest chemical companies in Latin America based on average annual production capacity and net sales and the leader in plastic pipes and solutions in Europe. Mexichem produces a diverse portfolio of chemical products in its 98 plants, which are strategically located in 39 countries across Latin America, the United States, Canada, Japan, Taiwan, China, the United Kingdom, and 24 other European countries and Mexichem sells products in approximately 50 countries. Mexichem is the largest producer of pipes in Europe and Latin America, the largest producer of polyvinyl chloride resin in Latin America and one of the largest producers of chlorine and caustic soda in Latin America. Mexichem has the largest production capacity for hydrofluoric acid in the world in addition to the world’s largest fluorspar mine, making it the only fully-integrated hydrofluoric acid producer in the Americas.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Mexichem that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although Mexichem believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to Mexichem’s management, Mexichem cannot guarantee future results or events. Mexichem expressly disclaims a duty to update any of the forward-looking statements.
SOURCE Mexichem, S.A.B. de C.V.