Globe Announces Extension of the Early Tender Date and Early Tender Date Results for its Tender Offer for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc.
MANILA, Philippines, Nov. 20, 2012 /PRNewswire/ -- Globe Telecom, Inc. ("Globe") announced today that it has extended the Early Tender Date of its previously announced tender offer (the "Amended and Restated Offer to Purchase") to purchase for cash any and all of the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. (the "Issuer").
Globe has extended the Early Tender Date from 5:00 p.m., New York City time, on November 19, 2012, to 11:59 p.m., New York City time, on November 27, 2012 (such date and time, as the same may be extended, the "Extended Early Tender Date"). Accordingly, all holders who validly tender their Notes on or prior to the Extended Early Tender Date (and have not validly withdrawn their Notes on or prior to the Withdrawal Date), and whose Notes are accepted for purchase, will receive the Total Consideration. Holders who validly tender their Notes after the Extended Early Tender Date and on or prior to the Expiration Date will be entitled to receive only the applicable Tender Offer Consideration if such Notes are accepted for purchase. The "Tender Offer Consideration" is an amount in cash equal to the Total Consideration for the applicable Acceptance Level minus US$2.50 for each US$1,000 Remaining Principal Amount of Notes.
The Withdrawal Date for the tender offer occurred at 5:00 p.m., New York City time, on November 19, 2012. The Withdrawal Date has not been extended. Thus, holders who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on November 19, 2012, and holders who validly tender their Notes after that time, may not withdraw their tendered Notes.
Globe also announced today preliminary results of its tender offer. As of 5:00 p.m., New York City time, on November 19, 2012, Notes representing approximately 85% of the aggregate Remaining Principal Amount of Notes had been tendered and not withdrawn. In addition, as of 5:00 p.m., New York City time, on November 19, 2012, approximately 82% of the aggregate Remaining Principal Amount of the Loans appears to have been tendered (and not validly withdrawn) in the concurrent offer and approximately 64% of the aggregate Remaining Principal Amount of the RCPI Debt appears to have been tendered (and not validly withdrawn) in the concurrent offer, although such tenders (other than tenders by the Core Creditors) remain revocable until the expiration date for the concurrent offer, and all such tenders remain subject to validation by Globe. The expiration date for the concurrent offer to purchase the Loans and the RCPI Debt is 11:59 p.m., New York City time, on December 4, 2012.
Globe's obligation to accept any Notes for purchase is subject to, among other conditions, (i) the "Minimum Tender Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of Notes be validly tendered (and not validly withdrawn) in the tender offer, and (ii) the "Other Debt Offers Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of the Loans be validly tendered (and not validly withdrawn) in the concurrent offer and at least 70% of the aggregate Remaining Principal Amount of the RCPI Debt be validly tendered (and not validly withdrawn) in the concurrent offer.
All other terms and conditions of the tender offer described in the Amended and Restated Offer to Purchase and the related Letter of Transmittal, each dated November 6, 2012, in each case as amended by this press release, remain unchanged.
In accordance with the terms of the Amended and Restated Offer to Purchase, holders may still tender their Notes at any time at or prior to 11:59 p.m., New York City time, on December 18, 2012 (the "Original Expiration Date") subject, at Globe's option, to extension or earlier termination (such date and time, as the same may be extended or earlier terminated, the "Expiration Date").
The "Settlement Date" will be promptly after the Expiration Date. Payment of the Total Consideration or Tender Offer Consideration, as applicable, will be made on the Settlement Date. If the Original Expiration Date is extended, Globe intends to accept for purchase and pay for all Notes validly tendered (and not validly withdrawn) on or prior to the Original Expiration Date, subject to the satisfaction or waiver of the conditions to the tender offer, on a date (the "Initial Settlement Date") promptly after the Original Expiration Date.
Notice to Investors
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer is only being made pursuant to the terms of the Amended and Restated Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of Notes in any jurisdiction where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offer, holders of the Notes should refer to the Amended and Restated Offer to Purchase, which has been sent to all holders of record of the Notes.
Globe has retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offer. Questions concerning the terms of the tender offer should be directed to the Dealer Manager at +1 (800) 558-3745 (U.S. toll-free), +1 (212) 723-6108 (collect) and in Hong Kong at +852 2501-2961 (collect).
Holders of Notes may obtain copies of the Amended and Restated Offer to Purchase and the related Letter of Transmittal from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), by telephone at: +44 (0) 20 7508 3867 or by e-mail at: email@example.com
None of Globe, the Issuer, the Dealer Manager, the Tender Agent, the trustee under the indenture governing the Notes, or any other party is making any recommendation as to whether or not holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation.
Globe Telecom, Inc. is a corporation incorporated in the Philippines. Globe has over 5,000 employees, and operates mobile, fixed-line and broadband networks in the Philippines. Globe and its affiliates have over 30 million mobile subscribers, over 1.4 million broadband customers, and over 600,000 landline subscribers. Globe is listed on the Philippines Stock Exchange under the ticker GLO and had a market capitalization of 149.96 billion Philippine Pesos at the end of 2011. The principal shareholders of Globe are the Ayala Corporation and Singapore Telecom.
This press release contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "seek," "plan," "may," "will," "would," "could" and similar expressions, are intended to identify a number of these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release and the Amended and Restated Offer to Purchase might not occur in the way we expect, or at all. Holders of Notes should not place undue reliance on any forward-looking information. In addition, these forward-looking statements reflect current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including general economic, political and other conditions in the Philippines, and the risk factors discussed in the Amended and Restated Offer to Purchase as well as other factors beyond our control. The information and statements in this press release and the Amended and Restated Offer to Purchase are made on the date hereof. We do not intend to update or otherwise revise any forward-looking statements whether as a result of new information, future events or otherwise, unless such information is material within the purview of applicable laws, the mandate of which is to enforce investor protection.
SOURCE Globe Telecom, Inc.
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