Chattem, Inc. Commences Tender Offer for All of Its Outstanding 2.00% Convertible Senior Notes Due 2013 & 1.625% Convertible ...
25 2월 2010 - 8:00PM
Business Wire
Chattem, Inc. (NASDAQ: CHTT) (“Chattem”) announced that it has
commenced a tender offer (the “Tender Offer”) to repurchase all of
its outstanding 2.00% convertible senior notes due 2013 (the “2.00%
Notes”) and its outstanding 1.625% convertible senior notes due
2014 (the “1.625% Notes” and collectively, the “Notes”). Chattem is
offering to repurchase up to $8.0 million of the 2.00% Notes and up
to $38.3 million of the 1.625% Notes, each at par plus accrued and
unpaid interest, which amounts reflect the aggregate principal
amount outstanding of the Notes on the commencement date of the
Tender Offer. Tenders of the Notes must be made prior to the
expiration of the Tender Offer and may be withdrawn at any time
prior to the expiration of the Tender Offer.
The Tender Offer began today, February 25, 2010, and will expire
at 5:00 p.m., New York City time, on March 25, 2010. Upon the terms
and subject to the conditions of the Tender Offer, Chattem’s
noteholders will have the opportunity to tender all of their Notes,
at par plus accrued and unpaid interest.
None of Chattem, its board of directors or U.S. Bank National
Association, the trustee, paying agent and conversion agent for the
Tender Offer, is making any recommendations to noteholders as to
whether to tender or refrain from tendering their Notes in the
Tender Offer. Noteholders must decide how many Notes they will
tender, if any. The terms and conditions of the Tender Offer will
be described in each of the offers to repurchase (the “Offers to
Repurchase”) and related materials to be distributed to holders of
the Notes.
The trustee, paying agent and conversion agent for the tender
offer is U.S. Bank National Association. The Offers to Repurchase
and related documents will be mailed shortly to noteholders of
record and also will be made available for distribution to
beneficial owners of the Notes. For questions and information,
please call the trustee toll-free at (800) 934-6802.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL THE NOTES. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE
OFFERS TO REPURCHASE AND RELATED MATERIALS THAT CHATTEM WILL
DISTRIBUTE TO ITS NOTEHOLDERS AFTER CHATTEM FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION ITS “SCHEDULE TO” AND OFFERS TO
REPURCHASE. NOTEHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE
OFFERS TO REPURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER. AFTER CHATTEM FILES ITS “SCHEDULE
TO” AND OFFERS TO REPURCHASE WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 25, 2010, NOTEHOLDERS AND INVESTORS MAY
OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON “SCHEDULE TO,”
THE OFFERS TO REPURCHASE AND OTHER DOCUMENTS THAT CHATTEM WILL BE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE
COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING U.S. BANK
NATIONAL ASSOCIATION, THE TRUSTEE, PAYING AGENT AND CONVERSION
AGENT FOR THE TENDER OFFER, AT (800) 934-6802. NOTEHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER.
About Chattem, Inc.
Chattem is approximately 130 years old and is a leading
manufacturer and marketer of branded consumer healthcare products,
toiletries and dietary supplements across niche market segments in
the United States. Chattem has regularly demonstrated its ability
to sustain regular growth, both in terms of sales and profit,
through the development of its own brands and the successful
integration of acquired products. Chattem’s well known brands
include Gold Bond®, Icy Hot®, ACT®, Cortizone-10®, Selsun Blue® and
Unisom®. For more information, visit Chattem’s website at
www.chattem.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Statements that are not
historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Forward-looking
statements are only predictions and are not guarantees of
performance. These statements are based on beliefs and assumptions
of management, which in turn are based on currently available
information. The forward-looking statements also involve risks and
uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement.
Many of these factors are beyond our ability to control or predict.
Important factors that could cause actual results to differ
materially from those contained in any forward-looking statement
include, but are not limited to, the risk factors disclosed in our
Annual Report on Form 10-K, as added or revised by our subsequent
Quarterly Reports on Form 10-Q, under the caption “Risk Factors”
and unexpected delays or impediments to the announced transaction
with sanofi-aventis. We believe these forward-looking statements
are reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update
publicly any of these in light of new information or future
events.
Notwithstanding anything in this release, the safe harbor
protections of the Private Securities Litigation Reform Act of 1995
do not apply to statements made in connection with a tender
offer.
Chattem, Inc. (MM) (NASDAQ:CHTT)
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Chattem, Inc. (MM) (NASDAQ:CHTT)
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