Hypermarcas Announces Tender Offer To Purchase Any And All Of Its U.S.$312.6 Million 6.500% Senior Notes Due 2021 And Related Consent Solicitation

Feb 12, 2016, 16:05 ET from Hypermarcas S.A.

SAO PAULO, Feb. 12, 2016 /PRNewswire/ -- Hypermarcas S.A. ("Hypermarcas") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of the U.S.$312.6 million outstanding aggregate principal amount of its 6.500% Senior Notes due 2021 (CUSIP Nos. 44915JAA8/ P5246AAF0 and ISIN Nos. US44915JAA88/ USP5246AAF05) (the "Notes"). In connection with the Tender Offer, Hypermarcas is also soliciting (the "Consent Solicitation") consents (the "Consents") of the holders of the Notes (the "Holders") for the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Notes.  The terms and conditions of the Tender Offer and Consent Solicitation are described in Hypermarcas' Offer to Purchase and Consent Solicitation Statement dated February 12, 2016 (as it may be amended or supplemented, the "Offer to Purchase") and the related Consent and Letter of Transmittal dated February 12, 2016 (as it may be amended or supplemented, the "Consent and Letter of Transmittal").

Subject to the terms and conditions described in the Offer to Purchase and the Consent and Letter of Transmittal, the Tender Offer and Consent Solicitation will expire, unless earlier terminated by Hypermarcas in its sole discretion, at 11:59 p.m., New York City time, on March 11, 2016, unless extended by Hypermarcas (such time and date, as the same may be extended, the "Expiration Date"). Holders of the Notes who validly tender their Notes and deliver Consents at or prior to 5:00 p.m., New York City time, on February 26, 2016, unless extended by Hypermarcas (such time and date, as the same may be extended, the "Early Tender Date") and do not validly withdraw such Notes or revoke the corresponding Consents, will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below). Holders of the Notes who tender Notes and deliver Consents after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will only be entitled to receive the Tender Offer Consideration (as defined below) but not the Early Participation Payment. Holders who tender their Notes must consent to the Proposed Amendments.  Holders cannot deliver Consents to the Proposed Amendments without tendering the related Notes.  

The "Total Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered and with respect to which Consents have been validly delivered (and, in each case, not validly withdrawn or revoked) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and Consent Solicitation will be U.S.$1,038.50. The Total Consideration includes an early participation payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the Notes (the "Early Participation Payment").  The "Tender Offer Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will be U.S.$1,008.50 (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Participation Payment. In addition to the applicable consideration, accrued and unpaid interest on the purchased Notes will be paid from the last interest payment date to, but not including, the applicable settlement date for such purchased Notes.

The early settlement date for the Tender Offer and Consent Solicitation will follow one business day after the Early Tender Date. The final settlement date for the Tender Offer and Consent Solicitation will follow three business days after the Expiration Date.

Tendered Notes and Consents delivered may be withdrawn or revoked, as applicable, from the Tender Offer and Consent Solicitation at or prior to 5:00 p.m., New York City time, on February 26, 2016 (such date and time, as it may be extended, the "Withdrawal Deadline").  Holders of Notes who validly tender their Notes and deliver Consents after the Withdrawal Deadline but at or prior to the Expiration Date may not withdraw their Notes or revoke their Consents, except in the limited circumstances described in the Offer to Purchase.

In the Consent Solicitation, Hypermarcas is soliciting from holders of Notes consents to the Proposed Amendments to the indenture governing the Notes that would eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein.  The Proposed Amendments require the Consents of Holders of a majority in aggregate principal amount of outstanding Notes (excluding any Notes held by Hypermarcas or its affiliates) (the "Requisite Consents").  Holders who tender their Notes pursuant to the Tender Offer and Consent Solicitation will be deemed to have consented to the Proposed Amendments.  Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. The Tender Offer is not conditioned upon the receipt of Requisite Consents.

The Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the general conditions set forth in the Offer to Purchase.  

The Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation is Citigroup Global Markets Inc. Questions regarding the Tender Offer and Consent Solicitation may be directed to Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).

Copies of the Offer to Purchase and the Consent and Letter of Transmittal are being mailed to holders of the Notes. Additional copies of the Offer to Purchase or the Consent and Letter of Transmittal may be obtained from the Information and Tender Agent, Global Bondholder Services Corporation at (866) 924-2200 (toll-free) or (212) 430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY 10006.

About Hypermarcas
Hypermarcas is the leading pharmaceutical company in Brazil, with leadership position in several categories of pharmaceutical products. Its strength in the Brazilian market is based upon large-scale, low-cost operations, including one of the biggest drug manufacturing plants in the world. In addition, the company has robust distribution, both in drugstore chains, as well as in traditional stores, served by means of a wide network of distributors. This operating platform is supported by high marketing investments and an aggressive innovation policy.

Certain Information Regarding the Tender Offer and Consent Solicitation
The information in this press release describing Hypermarcas' Tender Offer and Consent Solicitation is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell, or a solicitation of consents with respect to, Notes in the Tender Offer and Consent Solicitation or any other security of Hypermarcas. The Tender Offer and Consent Solicitation is being made only pursuant to the Offer to Purchase and the related materials that Hypermarcas will distribute to holders of the Notes. The Tender Offer and Consent Solicitation is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction.  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 shall be deemed to be made on behalf of Hypermarcas by Citigroup Global Markets Inc. or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  Holders of the Notes should read the Offer to Purchase and the related materials carefully because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.  None of Hypermarcas, the Dealer Manager and Solicitation Agent, the Information and Tender Agent or the trustee with respect to the Notes makes any recommendation as to whether holders should tender or refrain from tendering their Notes and deliver or refrain from delivering Consents.  Holders must make their own decision as to whether to tender Notes and deliver Consents and, if so, the principal amount of the Notes to tender.

The Tender Offer and Consent Solicitation has not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM).  The Tender Offer and Consent Solicitation will not be made in Brazil, except in circumstances that do not constitute a public offering under Brazilian laws and regulations.

SOURCE Hypermarcas S.A.