Bombardier Announces Termination of Its Previously Announced Tender Offer and Concurrent Offering
(Thomson Reuters ONE) -
MONTREAL, QUEBEC--(Marketwire - March 8, 2010) - NOT FOR DISTRIBUTION TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. (TSX: BBD.A
due to the current unfavourable conditions in the debt capital markets, it has
decided to withdraw its proposed institutional private placement of new senior
notes (the "Offering") and therefore, it has also today terminated its
previously announced cash tender offer (the "Tender Offer") for its 6.75% Notes
due 2012 (CUSIP/ISIN Nos. 097751AG6 / USC10602AG20) (the "6.75% Notes"), 6.30%
Notes due 2014 (CUSIP/ISIN Nos. 097751AH4 / USC10602AH03) (the "6.30% Notes"
and, collectively with the 6.75% Notes, the "U.S. Dollar Notes") and Floating
Rate Senior Notes due 2013 (Common Code/ISIN No. 027397891 / XS0273978592) (the
"Floating Rate Notes" and, collectively with the U.S. Dollar Notes, the
"Notes"). The Tender Offer was made pursuant to an Offer to Purchase (the "Offer
to Purchase") dated February 8, 2010 and, in respect of 6.75% Notes and 6.30%
Notes only, the related Letter of Transmittal.
"The Tender Offer was subject to the completion of one or more financing
transactions, on terms satisfactory to Bombardier. At the time we started to
plan the Tender Offer and related institutional private placement, the debt
capital markets were much more favorable than today and therefore this was an
opportunity to extend the maturity of some of our debt. Current market
conditions are such that the Offering is unattractive and unsatisfactory to
Bombardier at this time. As there is no debt maturity before May 2012, the
termination of the Tender Offer and the withdrawal of this opportunistic
Offering will not affect Bombardier's ongoing operations", commented Pierre
Alary, Senior Vice President and Chief Financial Officer of Bombardier.
The Tender Offer Consideration and Total Consideration (as defined in the Offer
to Purchase) will not be paid or become payable to holders of Notes who validly
tendered their Notes in connection with the Tender Offer. None of the Notes will
be accepted for purchase or purchased in the Tender Offer and all Notes
previously tendered and not withdrawn will be promptly returned to their
respective holders (or, in the case of Notes tendered by book-entry transfer,
such Notes will be credited to the respective accounts maintained at The
Depository Trust Company, in respect of the U.S. Dollar Notes, and through the
common depositary or its nominee for Euroclear Bank S.A./N.V. and Clearstream
Banking, societe anonyme, in respect of Floating Rate Notes, from which such
Notes were delivered).
This press release formally terminates the Tender Offer.
This announcement does not constitute an offer to buy or the solicitation of an
offer to sell any securities in any jurisdiction or in any circumstances in
which such offer or solicitation is unlawful. The securities mentioned herein
have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States absent
registration under, or an applicable exemption from the registration
requirements of, the Securities Act.
The communication of this announcement and any other documents or materials
relating to the Tender Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are
within Article 43(2) of the Order, or to any persons to whom it may otherwise
lawfully be made under the Order.
The Tender Offer is not being, and will not be, made, directly or indirectly, in
the Republic of Italy ("Italy"). The Tender Offer has not been, and will not be,
submitted to the clearance procedures of the Commissione Nazionale per le
Societa e la Borsa ("CONSOB") and/or the Bank of Italy pursuant to Italian laws
and regulations. Neither the Offer to Purchase nor any other documents or
materials relating to the Tender Offer or the Notes may be distributed or made
available in Italy.
Neither this announcement nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen) and, accordingly, the Tender Offer may not be made in the
Kingdom of Belgium ("Belgium") by way of a public offering, as defined in
Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as
defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets (together, the "Belgian Public Offer Law"), each as amended or
replaced from time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this announcement nor any
other documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar documents) has been or
shall be distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" in the sense of Article 10 of the
Belgian Public Offer Law (as amended from time to time), acting on their own
account.
The Tender Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement nor any other documents
or materials relating to the Tender Offer have been or shall be distributed to
the public in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifies) other than individuals, all
as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to
D.411-3 of the French Code monetaire et financier, are eligible to participate
in the Tender Offer. The Offer to Purchase has not been and will not be
submitted for clearance to nor approved by France's Autorite des Marches
Financiers.
Certain statements in this announcement are forward-looking statements based on
current expectations. By their nature, forward-looking statements require us to
make assumptions and are subject to important known and unknown risks and
uncertainties, which may cause our actual results in future periods to differ
materially from those set forth in the forward-looking statements. For
additional information with regarding these risks and uncertainties, and the
assumptions underlying the forward-looking statements, please refer to the
respective Forward-looking statements sections in BA and BT in the Management's
Discussion and Analysis ("MD&A") of the Bombardier's annual report for fiscal
year 2009.
About Bombardier
A world-leading manufacturer of innovative transportation solutions, from
commercial aircraft and business jets to rail transportation equipment, systems
and services, Bombardier Inc. is a global corporation headquartered in Canada.
Its revenues for the fiscal year ended Jan. 31, 2009, were $19.7 billion US, and
its shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listed
as an index component to the Dow Jones Sustainability World and North America
indexes. News and information are available at www.bombardier.com
Contacts:
Bombardier Inc.
Isabelle Rondeau
Director, Communications
514-861-9481
www.bombardier.com
Bombardier Inc.
Shirley Chenier
Senior Director, Investor Relations
514-861-9481
[HUG#1391941]
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Datum: 08.03.2010 - 22:03 Uhr
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