Fibria Celulose S.A. Announces Results as of the Early Tender Date and An Increase of the Tender Cap for its Modified Dutch Auction Tender Offer for 7.500% Senior Notes due 2020
SAO PAULO, June 25, 2012 /PRNewswire/ -- Fibria Celulose S.A. ("Fibria") today announced that, as of 5:00 p.m., New York City time, on June 22, 2012 (the "Early Tender Date"), it had received valid tenders of $509,218,000 aggregate principal amount of 7.500% Senior Notes due 2020 (CUSIP Nos. G3400PAB3; 31572UAB2; 31572UAC0) (the "Notes") issued by Fibria Overseas Finance Ltd., a wholly-owned subsidiary of Fibria, pursuant to Fibria's previously announced cash tender offer for the Notes (the "Tender Offer"). In addition, Fibria announced that it has increased the Tender Cap (as defined below) for the Notes, such that the aggregate principal amount of Notes Fibria seeks to purchase in the Tender Offer is $510.0 million.
On June 11, 2012, Fibria commenced the Tender Offer for up to $500.0 million aggregate principal amount (as such amount was increased as described above and as may be further increased in Fibria's sole discretion, the "Tender Cap") of Notes at a purchase price per $1,000 principal amount of Notes to be determined in accordance with the procedures of a "modified Dutch Auction," as more fully described in the Offer to Purchase, dated June 11, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and in the related letter of transmittal.
Holders who validly tendered (and did not withdraw) their Notes on or prior to the Early Tender Date, and whose Notes are purchased pursuant to the Tender Offer, will be entitled to receive the "Total Consideration" payable under the Tender Offer, which includes an "Early Tender Payment" of $50.00 for each $1,000 principal amount of Notes. In addition, holders will receive accrued and unpaid interest on all Notes tendered and accepted for payment in the Tender Offer from the last interest payment date up to, but not including, the settlement date for the Tender Offer.
Holders of Notes who have not already tendered their Notes may do so at any time on or prior to 12:00 midnight, New York City time, on Monday, July 9, 2012, unless extended by Fibria. However, any such tender will not be entitled to receive the Early Tender Payment. Withdrawal rights for the Tender Offer have expired and have not been extended.
The terms and conditions of the Tender Offer are described in the Offer to Purchase and remain unchanged, except for the increase of the Tender Cap described above. Subject to applicable law, Fibria may further amend, modify or terminate the Tender Offer at any time in its sole discretion.
Fibria has retained Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. to act as Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Information Agent and Tender Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect), or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6108 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 488-8095 (toll-free) or (212) 269-5550 (for banks and brokers). This press release is for informational purposes only.
This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase and related letter of transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Fibria, the Dealer Managers or the Information Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect Fibria's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the Tender Offer, including whether the Tender Offer is consummated in whole or in part. Although Fibria believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Fibria. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and Fibria's future results may differ materially from those expressed in these estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. Fibria undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
SOURCE Fibria Celulose S.A.
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