Unisys Corporation Announces Expiration of Early Tender Deadline for Tender Offer for Certain Outstanding Notes

Mar 25, 2011, 08:00 ET from Unisys Corporation

BLUE BELL, Pa., March 25, 2011 /PRNewswire/ -- Unisys Corporation (NYSE: UIS) announced today that the early tender deadline and the withdrawal deadline with respect to its previously announced cash tender offer in respect of its 14 1/4% Senior Secured Notes due 2015 (the "First Priority Notes") and 12 3/4% Senior Secured Notes due 2014 (the "Second Priority Notes" and, together with the First Priority Notes, the "Notes") expired at 5:00 p.m., New York City time, on March 24, 2011 (the "Early Tender Time"). The depositary for the tender offer has advised the company that, as of the Early Tender Time, approximately $134,743,000 aggregate principal amount of the First Priority Notes and $190,247,000 aggregate principal amount of the Second Priority Notes have been validly tendered (and not validly withdrawn). Because the withdrawal deadline relating to the tender offer expired at 5:00 p.m., New York City time, on March 24, 2011, these Notes, as well as any subsequently tendered Notes, may not be withdrawn.

As previously disclosed, the tender offer is scheduled to expire at 5:00 p.m., New York City time, on April 8, 2011, unless extended or earlier terminated by the company. The maximum aggregate consideration for Notes purchased in the tender offer, excluding accrued and unpaid interest, will not exceed $220,000,000 (the "Maximum Payment Amount"). The company expects to accept for purchase (1) first, the First Priority Notes validly tendered (and not validly withdrawn), and (2) second, the maximum aggregate principal amount of the Second Priority Notes validly tendered (and not validly withdrawn) that can be purchased, so that the aggregate consideration payable for all Notes accepted for purchase, excluding accrued and unpaid interest, will not exceed the Maximum Payment Amount, with the amount of each Second Priority Note accepted for purchase prorated to the extent necessary. The company reserves the right, in its sole discretion, to waive, increase or decrease the Maximum Payment Amount.

The complete terms and conditions of the tender offer are described in the Offer to Purchase dated February 22, 2011 and the related letter of transmittal. The company has engaged Goldman, Sachs & Co. and Citi to act as dealer managers in connection with the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 902-5183 (collect) or (800) 828-3182 (U.S. toll-free) or to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (U.S. toll-free). Requests for documentation may be directed to Global Bondholder Services Corporation, the information agent and depositary for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 937-2200 (U.S. toll-free).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is being made only by the Offer to Purchase and the related letter of transmittal. The tender offer is not being made to noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made on behalf of the company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About Unisys

Unisys is a worldwide information technology company. We provide a portfolio of IT services, software, and technology that solves critical problems for clients. We specialize in helping clients secure their operations, increase the efficiency and utilization of their data centers, enhance support to their end users and constituents, and modernize their enterprise applications. To provide these services and solutions, we bring together offerings and capabilities in outsourcing services, systems integration and consulting services, infrastructure services, maintenance services, and high-end server technology. With approximately 23,000 employees, Unisys serves commercial organizations and government agencies throughout the world. For more information, visit www.unisys.com.

Forward-Looking Statements

Any statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, any projections of earnings, revenues, or other financial items; any statements of the company's plans, strategies or objectives for future operations; statements regarding future economic conditions or performance; and any statements of belief or expectation. All forward-looking statements rely on assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. There can be no assurance that the tender offer will be completed. Risks and uncertainties that could affect the company's future results include the company's ability to drive profitable growth in consulting and systems integration; the company's ability to take on, successfully implement and grow outsourcing operations; market demand for the company's high-end enterprise servers and maintenance on those servers;  the potential adverse effects of aggressive competition in the information services and technology marketplace; the company's ability to retain significant clients; the company's ability to effectively anticipate and respond to volatility and rapid technological change in its industry; the adverse effects of global economic conditions; the company's significant pension obligations and potential requirements to make significant cash contributions to its defined benefit pension plans; the success of the company's program to reduce costs, focus its global resources and simplify its business structure; the risk that the company's contracts may not be as profitable as expected or provide the expected level of revenues and that contracts with U.S. governmental agencies may subject it to audits, criminal penalties, sanctions and other expenses and fines; the risk that the company may face damage to its reputation or legal liability if its clients are not satisfied with its services or products; the performance and capabilities of third parties with whom the company has commercial relationships; the risks of doing business internationally when more than half of the company's revenue is derived from international operations; the company's ability to access capital and credit markets to address its liquidity needs; the potential for infringement claims to be asserted against the company or its clients; the possibility that pending litigation could affect the company's results of operations or cash flow; the business and financial risk in implementing future dispositions or acquisitions; and the company's ability to use its U.S. federal net operating loss carryforwards and other tax attributes.  Additional discussion of factors that could affect the company's future results is contained in its periodic filings with the Securities and Exchange Commission. The company assumes no obligation to update any forward-looking statements.

RELEASE NO.: 0325/9029

Unisys is a registered trademark of Unisys Corporation. All other brands and products referenced herein are acknowledged to be trademarks or registered trademarks of their respective holders.

SOURCE Unisys Corporation



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