Pequiven Announces Expiration and Final Results of its Offer to Purchase Any and All of the Outstanding 8.29% Secured Bonds Due 2020 Issued by FertiNitro Finance Inc.

CARACAS, Venezuela, Dec. 21, 2011 /PRNewswire/ -- Petroquimica de Venezuela, S.A. (Pequiven) ("Pequiven") announced today the expiration and final results of its previously announced tender offer and consent solicitation (the "Tender Offer") for any and all of the outstanding 8.29% Secured Bonds due 2020 (the "Bonds") issued by FertiNitro Finance Inc. (the "Issuer").  Pursuant to the Tender Offer, Pequiven offered to purchase any and all of the Bonds for cash and also solicited consents to amend and terminate certain agreements entered into at the time of the issuance of the Bonds (the "Proposed Amendments") and to release and discharge all of the security interests created under the agreements, including the collateral securing the Bonds (the "Security Release").  The Tender Offer expired immediately after 11:59 p.m., New York City Time, on December 20, 2011 (the "Expiration Date"). 

Holders of the Bonds representing a total of $248.1 million in aggregate outstanding original principal amount of the Bonds, or approximately 99.2% of the $250 million original principal amount of the Bonds, tendered their Bonds and delivered their consents to the Proposed Amendments prior to the Expiration Date (including $486,000 in aggregate outstanding original principal amount of the Bonds tendered after 5:00 p.m. on December 6, 2011 (the "Early Tender Date") and prior to the Expiration Date).  As a result, Pequiven has obtained the requisite consents from the holders for the Proposed Amendments and the Security Release.  As a result of the Proposed Amendments and the Security Release, substantially all of the restrictive covenants and certain defined events of default contained in the agreements governing the Bonds will be eliminated, and all of the collateral securing the Bonds will be released.

The settlement for Bonds validly tendered after the Early Tender Date and prior to the Expiration Date will occur on or about December 21, 2011.

Pequiven's obligation to consummate the tender offer is subject to the satisfaction of certain conditions as described in the Offer to Purchase. 

Notice to Investors

This press release is not an offer to purchase or a solicitation of consents with respect to the Bonds.

For a complete statement of the terms and conditions of the tender offer and consent solicitation, the Proposed Amendments and the Security Release, holders of the Bonds should refer to the Offer to Purchase and Consent Solicitation Statement, dated November 22, 2011 (the "Offer to Purchase"), and the related Consent and Letter of Transmittal, which set forth the complete terms of the Tender Offer and consent solicitation.  Questions concerning the terms of the Tender Offer and consent solicitation should be directed to the Information Agent, D.F. King & Co., Inc., at (800) 829-6554.

Holders of Bonds may obtain copies of the Offer to Purchase and the related Letter of Transmittal from the Information Agent.

About Pequiven

Pequiven is a corporation (sociedad anonima) organized under the laws of Venezuela and is wholly-owned by Venezuela.  Pequiven and its predecessor entity have operated for over 30 years in many aspects of the petrochemical business.  Pequiven is organized into three business units: (i) fertilizers, (ii) olefins and plastics, and (iii) industrial products.  Pequiven's fertilizer group is responsible for the production, marketing and distribution of various fertilizer products, with a current overall installed capacity of nitrogen-based fertilizers of approximately 1.97 million metric tons per year and an expected overall installed capacity of nitrogen-based fertilizers for 2013 of approximately 2.6 million metric tons per year. 

Forward-Looking Statements

This press release contains forward-looking statements.  Pequiven may also make forward-looking statements orally from time to time.  Other than statements of historical facts, all statements that address activities, events or developments that are intended, expected, projected, believed or anticipated or that will or may occur in the future are forward-looking statements.  The expressions "will," "may," "designed to," "outlook," "foresees," "believes," "will continue," "should," "anticipates," "plans," "expects," "intends," "estimates," "projects," "positioned," "strategy," and similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions identify these forward-looking statements.  Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements.  Pequiven undertakes no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

These statements are based on assumptions and assessments made by Pequiven's management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.  These forward-looking statements are subject to a number of inherent risks and uncertainties, including factors that Pequiven's management has not yet identified.  Any such forward-looking statements are not guarantees of future performance or actual results.  A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements.  Forward-looking statements speak only as of the date they are made, and Pequiven does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made.  Holders of Bonds should evaluate any statements made by or on behalf of Pequiven or its representatives in light of these important considerations and the factors contained in the section entitled "Certain Significant Considerations" in the Offer to Purchase.

SOURCE Pequiven