Bombardier Announces Final Results of its Successful Debt Tender Offer
(Thomson Reuters ONE) -
MONTREAL, QUEBEC--(Marketwire - April 13, 2010) - Bombardier Inc. (TSX:
BBD.A)(TSX: BBD.B)
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. today announced that, in connection with its previously
announced cash tender offer (the "Tender Offer") for Bombardier's 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"), which expired at 9:00 a.m., New York City Time, on April 12, 2010
(such date and time, the "Expiration Date"), the depositary and information
agent for the U.S. Dollar Notes under the Tender Offer has advised Bombardier
that no 6.75% Notes were validly tendered and not withdrawn pursuant to the
Tender Offer at or prior to the Expiration Date that had not been previously
accepted on March 29, 2010 (the "Early Acceptance Date"), and US$337,996,000
aggregate principal amount of the 6.30% Notes has been validly tendered at or
prior to the Expiration Date and not withdrawn pursuant to the Tender Offer, and
the tender and information agent for the Floating Rate Notes under the Tender
Offer has advised Bombardier that EUR244,408,000 aggregate principal amount of
the Floating Rate Notes has been validly tendered at or prior to the Expiration
Date and not withdrawn pursuant to the Tender Offer. Such amounts, together with
the US$398,884,000 aggregate principal amount of Bombardier's 6.75% Notes
previously accepted and purchased by Bombardier as announced on March 30, 2010
(the "Early Payment Date"), represent approximately 73% of the aggregate
principal amount of 6.75% Notes outstanding immediately prior to the Early
Payment Date, 68% of the aggregate principal amount outstanding of 6.30% Notes
and 36% of the aggregate principal amount outstanding of Floating Rate Notes.
In addition to Bombardier's early acceptance and purchase of US$398,884,000
aggregate principal amount of 6.75% Notes as announced on March 30, 2010,
Bombardier today accepted for purchase (i) US$337,996,000 aggregate principal
amount of 6.30% Notes, at a purchase price of US$1,040 for each US$1,000
principal amount of 6.30% Notes validly tendered at or prior to 9:00 a.m., New
York City Time, on March 29, 2010 (the "Early Participation Date"), not
withdrawn and accepted for purchase, and US$990 for each US$1,000 principal
amount of 6.30% Notes validly tendered after the Early Participation Date but at
or prior to the Expiration Date and not withdrawn and accepted for purchase, and
(ii) EUR196,517,000 aggregate principal amount of Floating Rate Notes (resulting
in a 80.44% proration factor, rounded down to the nearest thousand), at a
purchase price of EUR1,000 for each EUR1,000 principal amount of Floating Rate
Notes validly tendered at or prior to the Early Participation Date, not
withdrawn and accepted for purchase, and EUR980 for each EUR1,000 principal
amount of Floating Rate Notes validly tendered after the Early Participation
Date but at or prior to the Expiration Date and not withdrawn and accepted for
purchase. In addition, all holders of Notes accepted for purchase in the Tender
Offer will also receive accrued and unpaid interest on the Notes from the last
interest payment date to, but not including, the payment date. Bombardier
intends to settle payment for the Notes accepted for purchase on the date
hereof.
Solely for the purposes of determining the aggregate principal amount of
Floating Rate Notes that could be purchased within the Tender Cap, the aggregate
principal amount of Floating Rate Notes accepted for purchase pursuant to the
Tender Offer was converted into U.S. dollars using the exchange rate published
by the International Monetary Fund on April 9, 2010, which was EUR1.00 equals
US$1.3384.
In accordance with the terms of the Tender Offer set forth in Bombardier's Offer
to Purchase dated March 15, 2010, as amended on March 15, 2010 and further
amended on April 1, 2010 (the "Offer to Purchase"), all 6.75% Notes and 6.30%
Notes validly tendered at or prior to the Expiration Date and not validly
withdrawn have been accepted for purchase pursuant to the Tender Offer, whereas
the amount of Floating Rate Notes that have been accepted for purchase as set
forth above was determined in accordance with the Acceptance Priority Levels set
forth in the Offer to Purchase, as well as proration as a result of the
previously announced US$1.0 billion Tender Cap and the Acceptance Priority
Levels.
All Floating Rate Notes tendered but not accepted for purchase will be returned
promptly, without expense, to tendering holders (or, in the case of Floating
Rate Notes tendered by book-entry transfer, such Floating Rate Notes will be
promptly credited to the account maintained at the relevant Clearing System from
which such Floating Rate Notes were delivered).
Approximately US$151,116,000 aggregate principal amount of 6.75% Notes,
US$162,004,000 aggregate principal amount of 6.30% Notes and EUR482,483,000
aggregate principal amount of Floating Rate Notes will remain outstanding
following consummation of the purchase of the Notes accepted under the Tender
Offer.
For additional information regarding the terms of the Tender Offer with respect
to the U.S. Dollar Notes, please contact J.P. Morgan Securities Inc. at (866)
834-4666 (toll free) or (212) 834-3424 (collect) or Deutsche Bank Securities
Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for a
copy of the Offer to Purchase and the Letter of Transmittal relating to the U.S.
Dollar Notes, and questions regarding the tender of U.S. Dollar Notes may be
directed to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banks
and brokers) ortenderoffer(at)ipreo.com
For additional information regarding the terms of the Tender Offer with respect
to the Floating Rate Notes, please contact J.P. Morgan Securities Ltd. at +44
(0)20 7325 9633 or Deutsche Bank AG, London Branch, at +44 20 7545 8011.
Requests for a copy of the Offer to Purchase and questions regarding the tender
of Floating Rate Notes may be directed to Lucid Issuer Services Limited at +44
20 7704 0880 orbombardier(at)lucid-is.com
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. In those jurisdictions where the
securities, blue sky or other laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be made by the
Dealer Managers or one or more registered brokers or dealers licensed under the
laws of such jurisdiction. The securities mentioned herein have not been and
will not be registered under the United States Securities Act of 1933 (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 securities mentioned herein have not been and will not be qualified for sale
to the public under applicable Canadian securities laws and, accordingly, any
offer and sale of the securities in Canada will be made on a basis which is
exempt from the prospectus and dealer registration requirements of such
securities laws.
None of Bombardier or its board of directors, the dealer managers, the tender
agent, depositary or information agents, or the trustees for the respective
series of Notes makes any recommendation that holders tender or refrain from
tendering all or any portion of the principal amount of their Notes, and no one
has been authorized by us or any of them to make such a recommendation. Holders
must make their own decision as to whether to tender their Notes, and, if so,
the principal amount of Notes to tender.
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 Offer
to Purchase.
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, 2010, were $19.4 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 atwww.bombardier.com
Contacts:
Bombardier Inc.
Isabelle Rondeau
Director, Communications
514-861-9481
Bombardier Inc.
Shirley Chenier
Senior Director, Investor Relations
514-861-9481
www.bombardier.com
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Datum: 13.04.2010 - 10:38 Uhr
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