SAO PAULO, Dec. 16, 2010 /PRNewswire/ -- DASA Finance Corporation ("DASA Finance") announced today the final results of the previously announced cash tender offer and consent solicitation for any and all of its outstanding 8.75% Senior Notes due 2018 (the "Notes"), which expired at midnight, New York City time, on December 15, 2010 (the "Expiration Date").
At the Expiration Date, US$217,820,000 principal amount of the Notes had been tendered and not validly withdrawn, representing approximately 87.13% of the aggregate outstanding principal amount of the Notes. DASA Finance has accepted for purchase all Notes that were validly tendered prior to the Expiration Date.
Holders who tendered their Notes and delivered consents on or prior to midnight, New York City time, on December 1, 2010 (the "Early Tender Deadline") and who did not withdraw their Notes prior to the Early Tender Deadline will receive the total consideration equal to US$1,150.00 per US$1,000 principal amount, which includes an early tender premium of US$30.00 per US$1,000 original principal amount plus accrued and unpaid interest to the date of payment. Holders who tendered their Notes and delivered consents on or prior to the Expiration Date, but after the Early Tender Deadline, will receive the purchase price equal to US$1,120.00 per US$1,000 principal amount plus accrued and unpaid interest to the date of payment.
DASA Finance conducted the tender offer and consent solicitation in accordance with terms and conditions described in its Offer to Purchase and Consent Solicitation (the "Offer to Purchase") dated November 12, 2010. Settlement is expected to occur on or about December 20, 2010. The tender offer conditions set forth in the Offer to Purchase have been satisfied or waived, including, among other things, DASA Finance receiving funds necessary for the purchase of validly tendered Notes through lines of credit, on terms satisfactory to DASA Finance, from affiliates of Itau BBA USA Securities, Inc. A supplemental indenture effecting the proposed amendments to the Notes became operative upon the acceptance for payment of all Notes validly tendered and not previously withdrawn.
Itau BBA USA Securities, Inc. is acting as the Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. is acting as the Depositary and Information Agent. Questions may be directed to the Dealer Manager at 1-888-770-4828 (toll free) or 1 (212) 710-6749 (collect). Requests for documents should be directed to the Information Agent at 1-800-967-4617 (toll free) or 1-212-269-5550 (banks and brokers).
DASA Finance is an exempted company incorporated under the laws of the Cayman Islands. The Notes are fully and unconditionally guaranteed by Diagnosticos da America S.A. ("DASA"), a corporation (sociedade por acoes) organized under the laws of the Federative Republic of Brazil. DASA operates over 300 service centers in Brazil where patients obtain diagnostic tests and offers over 3,000 clinical analysis and imaging tests.
The executive offices of DASA are located at Avenida Jurua, 434, Alphaville, Barueri, Sao Paulo, Brazil, and its telephone number is +55 11 4197-5500. Its website is www.diagnosticosdaamerica.com.br. DASA is registered with the Brazilian Securities Commission (Comissao de Valores Mobiliarios), or CVM, as a publicly held company (companhia aberta). DASA files annual, interim and other reports with the CVM and these reports are available at http://www.cvm.gov.br.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL THE NOTES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT.
SOURCE DASA Finance Corporation