SANTO DOMINGO, Dominican Republic, April 21, 2011 /PRNewswire/ -- Cerveceria Nacional Dominicana, S.A. (the "Company") announced today the early tender results and the final pricing terms in connection with its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding US$165 million 16.000% Dominican Peso Linked Senior Notes due 2012 (the "Notes") (CUSIP: P24028AA3, 157107AA1 / ISIN: USP24028AA33, US157107AA16 / Common Codes: 029364788, 029407983).
As of 5:00 p.m., New York City time, on April 20, 2011 (the "Early Tender Time"), holders of US$117,200,000 in aggregate principal amount of the Notes, or approximately 71.03% of the outstanding Notes, had validly tendered their Notes pursuant to the Tender Offer. Holders of Notes who validly tendered their Notes prior to the Early Tender Time will be eligible to receive the Total Consideration (as defined below), plus any Accrued Interest (as defined below).
As described in the Company's Offer to Purchase, dated April 7, 2011 (the "Offer to Purchase"), the total consideration (the "Total Consideration") for each US$1,000 principal amount of Notes properly tendered at or prior to the Early Tender Time and accepted pursuant to the Tender Offer is an amount (in U.S. Dollars) equal to (i) the Dominican Peso Equivalent Price of $1,056.25 (which price corresponds to a Dominican Peso-equivalent yield of 9.1866%, such yield calculated as of the expected Settlement Date (as defined below) in accordance with standard market practice by the Dealer Manager (as defined below)) multiplied by (ii) a ratio equal to the Original FX Rate of RD$32.7863 per US$1.00 divided by the Final FX Rate (as defined and set below) (such ratio, the "FX Ratio"). The Total Consideration includes an early tender payment of US$30.00 per US$1,000 principal amount of Notes (the "Early Tender Payment"), payable only to holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time.
In accordance with the terms of the Tender Offer, the "Final FX Rate" was set to RD$37.9086 per US$1.00, being the exchange rate published by the Central Bank of the Dominican Republic as of April 20, 2011, the "FX Determination Date," and the resulting "FX Ratio" was set to 0.864878. As a result, the Total Consideration for each US$1,000 principal amount of Notes properly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer will be US$913.53. Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time (as defined below), and whose tenders are accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration minus the Early Tender Payment, which will be US$883.53 (the "Purchase Price").
In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued interest ("Accrued Interest"), which will be an amount (in U.S. Dollars) equal to the Nominal Accrued Interest (as defined below) multiplied by the FX Ratio. The "Nominal Accrued Interest" will equal the interest per US$1,000 principal amount of the Notes accrued on the Notes at the contractual interest rate of 16.000% (and not adjusted in any way for currency exchange rates), from and including the immediately preceding interest payment date to but excluding the Settlement Date (as defined below). The Company expects to accept the Notes for purchase promptly after the Expiration Time (as defined below) (the "Acceptance Date"). The Company will pay the Total Consideration or the Purchase Price for the Notes, as the case may be, on or promptly after the Acceptance Date (the "Settlement Date").
The Tender Offer is scheduled to expire at 5:00 P.M., New York City time, on May 5, 2011 (the "Expiration Time"), unless extended by the Company. Additionally, the deadline for holders of Notes to withdraw any Notes that are tendered has passed and previously tendered Notes can no longer be withdrawn and any subsequent tenders of Notes once validly made may not be withdrawn.
The Tender Offer is conditioned upon the following events having occurred or been waived: (i) satisfaction of the Financing Condition, as described in the Offer to Purchase and (ii) satisfaction of other general conditions described in the Offer to Purchase. The Tender Offer is not conditioned upon any minimum number of Notes being tendered.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and the related Letter of Transmittal. The Company has engaged Lazard Freres & Co., LLC and MBA Lazard Banco de Inversiones S.A. to act as advisor and Citigroup Global Markets Inc. to act as dealer manager (the "Dealer Manager") in connection with the tender offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at (212) 723-6108 (collect) or (800) 558-3745 (U.S. toll-free). Requests for documentation may be directed to D. F. King & Co., Inc., the information and tender agent for the Tender Offer, at (212) 269-5550 or (44) 20 7920 9700 (for banks and brokers) or (888) 644-5854 (U.S. toll-free) or as otherwise provided on the back cover of the Offer to Purchase.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Tender Offer is being made solely by the Offer to Purchase.
The Tender Offer is not being made in the Republic of Italy.
The communication of the Offer to Purchase and the Letter of Transmittal and any other documents or materials relating to the Tender Offer are 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 United Kingdom's 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 Offer to Purchase and the Letter of Transmittal are only being distributed to and are only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iv) any other person to whom the Offer to Purchase and the Letter of Transmittal and such other documents or materials may otherwise lawfully be made in accordance with the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the Offer to Purchase and the Letter of Transmittal relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Offer to Purchase and the Letter of Transmittal or any of their contents.
SOURCE Cerveceria Nacional Dominicana, S.A.