Atlas Copco AB Announces Cash Tender Offer

Mar 08, 2016, 05:34 ET from Atlas Copco AB

LONDON, March 8, 2016 /PRNewswire/ -- Atlas Copco AB (the "Offeror") announced today that it has commenced a tender offer to purchase for cash (the "Offer") up to $400,000,000 aggregate principal amount (the "Maximum Tender Amount") of the $800,000,000 5.60% Notes due 2017 (144A CUSIP: 049255 AG7; 144A ISIN: US049255AG76; Reg S CUSIP: W10020 FG0; Reg S ISIN: USW10020FG01) issued by the Offeror (the "Notes"). Capitalized terms used but not defined herein shall have the meanings given to them in the offer to purchase dated March 8, 2016 (the "Offer to Purchase"), which is available, subject to certain restrictions, via the following website: http://sites.dfkingltd.com/AtlasCopco.

The following table sets forth certain terms of the Offer:

Title of Notes

CUSIP and ISIN Numbers

Principal
Outstanding Amount

 

 

Maximum
Tender Amount

Reference U.S. Treasury Security

Bloomberg Reference Page(1)

Fixed Spread (basis points)

Early Tender
Premium
(per $1,000)

$800,000,000 5.60% Notes due 2017

144A CUSIP: 049255 AG7;

144A ISIN: US049255AG76;

Reg S CUSIP: W10020 FG0;

Reg S ISIN: USW10020FG01

$800,000,000

$400,000,000

 

0.875% due 15 May 2017

FIT4

15

$30

(1) The applicable page on Bloomberg from which the Dealer Manager will quote the bid-side price of the Reference U.S. Treasury Security.

The Offer is being made upon the terms and subject to the general conditions set forth in the Offer to Purchase. The Offer will expire at 11:59 p.m., New York City time, on April 5, 2016, unless extended at the sole discretion of the Offeror (such date and time, as it may be extended, the "Expiration Date"). Tenders of Notes may be withdrawn on or prior to 5:00 p.m., New York City time, on March 21, 2016, but may not be withdrawn thereafter (except in certain limited circumstances described in the Offer to Purchase).

The consideration paid in the Offer for Notes that are purchased pursuant to the Offer will be determined in the manner described in the Offer to Purchase, by reference to the fixed spread over the yield to maturity of the U.S. Treasury Security specified in the table above (the "Total Consideration"). Holders of Notes that are validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on March 21, 2016 (the "Early Tender Date") and accepted for purchase will receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Premium"). Holders of Notes that are validly tendered and not withdrawn following the Early Tender Date, but on or prior to the Expiration Date, and accepted for purchase will receive the "Tender Offer Consideration", which will equal the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at or around 11:00 a.m., New York City time, on March 22, 2016, unless extended at the sole discretion of the Offeror.

Payments for Notes that are validly tendered and accepted for purchase will include accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below) (the "Accrued Interest"). Payment for such Notes will be made promptly following the Expiration Date (such date, the "Settlement Date"). Assuming that the general conditions to the Offer are satisfied or waived, the Offeror expects that the Settlement Date will be April 8, 2016. No tenders submitted after the Expiration Date will be valid.

Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Notes purchased pursuant to the Offer will be cancelled.

The Offeror's obligation to accept for payment and to pay for the Notes validly tendered in the Offer is subject to the satisfaction or waiver of the general conditions set out in the Offer to Purchase. The Offeror reserves the right, subject to applicable law, to: (i) waive any and all of the conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Maximum Tender Amount; or (iv) otherwise amend the Offer in any respect.

Citigroup Global Markets Limited is acting as dealer manager for the Offer (the "Dealer Manager"). The tender agent and information agent (the "Tender Agent and Information Agent") for the Offer is D.F. King Ltd. Copies of the Offer to Purchase and any related offering materials are available via the following website: http://sites.dfkingltd.com/AtlasCopco or by contacting the Tender Agent and Information Agent at +44-20-7920-9700 (London), +1-(212)-269-5550 (New York; banks and brokers), +1-(800)-581-3783 (New York; all others; toll free), +852-3953-7230 (Hong Kong) or email: AtlasCopco@dfkingltd.com. Questions regarding the Offer should be directed to Citigroup Global Markets Limited, Liability Management Group, at +1-(800)-558-3745 (toll-free) or +1-(212)-723-6106 (collect) or +44-20-7986-8969.

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase any Notes. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Atlas Copco AB

Atlas Copco AB, the Offeror, is a public limited liability company incorporated under the laws of the Kingdom of Sweden, with corporate registration number 556014-2720 and registered office Sickla Industriväg 19, SE-105 23 Stockholm, Sweden.  It is the ultimate parent company of numerous subsidiaries which are situated in Sweden as well as outside of Sweden. The Offeror and its subsidiaries provide industrial productivity solutions. Their products and services range from compressed air and gas equipment, generators, construction and mining equipment, industrial tools and assembly systems, to related accessories, consumables, aftermarket products and specialty rental.

Forward-Looking Statements

The Offeror considers portions of this announcement to be forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "plan", "should", "expect", "anticipate", "estimate", "continue" or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Offeror cannot predict with accuracy and some of which the Offeror might not even anticipate. Although the Offeror believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Offeror can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer. Holders are cautioned not to place undue reliance on these forward-looking statements. The Offeror assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-l under the Exchange Act. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Offeror does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Dealer Manager, the Tender Agent and Information Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase does not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Manager and the Tender Agent and Information Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the UK 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 "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids, as amended or replaced from time to time.  Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the 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" within the meaning  of Article 10 of the Belgian Law of June 16, 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the 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 qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer.  This announcement, the Offer to Purchase and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the CONSOB.

The Offer is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of  February  24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999.

Holders can tender some or all of their Notes pursuant to the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

General

Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "The Terms of the Offer – Procedure for Tendering Notes – Representations, Warranties and Undertakings" in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. 

Each of the Offeror, the Dealer Manager and the Tender Agent and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. SEE FURTHER "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.

SOURCE Atlas Copco AB