MEXICO CITY, Sept. 7, 2012 /PRNewswire/ -- Mexichem,
S.A.B. de C.V. (the "Company") today announced that it has
commenced an offer to purchase for cash (the "Tender Offer") any
and all of its outstanding 8.750% Senior Notes due 2019 (the
"Notes"). There are currently U.S. $350 million in aggregate principal amount of the
Notes outstanding. The Notes are guaranteed by certain
subsidiaries. In connection with the Tender Offer, the Company is
also soliciting the consents (the "Consent Solicitation") of the
holders of the Notes to the adoption of certain amendments (the
"Proposed Amendments") to the indenture governing the Notes (the
"Indenture") to eliminate substantially all of the restrictive
covenants, as well as various events of default and related
provisions contained in the Indenture. With respect to the
Indenture, the Proposed Amendments require the consents (the
"Requisite Consents") of holders of a majority in aggregate
principal amount of the applicable Notes outstanding (excluding any
Notes held by the Company or its affiliates). Holders who
tender their Notes pursuant to the Tender Offer must provide their
consent to the Proposed Amendments pursuant to the related Consent
Solicitation.
The Tender Offer and related Consent Solicitation will expire at
5:00 p.m., New York City time, on September 13, 2012, unless extended or earlier
terminated by the Company (the "Expiration Date"). Holders
who tender their Notes prior to the Expiration Date will be
eligible to receive the total consideration of U.S.$1,245.00 per U.S.$1,000 principal amount of Notes validly tendered
and accepted (the "Total Consideration"), which includes
U.S.$30.00 as a consent payment, plus
accrued and unpaid interest up to, but not including, the
settlement date. Tendered Notes may not be withdrawn and the
related consents may not be revoked, except as may be required by
applicable law.
If the Requisite Consents are not obtained in connection with
the Consent Solicitation, the Consent Solicitation may be
terminated, and the Proposed Amendments to the related Indenture
will not become effective; however, the Company may in its sole
discretion accept and purchase Notes tendered pursuant to the
concurrent Tender Offer for an amount in cash equal to the Total
Consideration.
The Company's obligation to purchase Notes in the Tender Offer
is conditioned on the satisfaction or waiver of certain conditions,
including a financing condition.
The terms and conditions of the Tender Offer and Consent
Solicitation, as well as the Proposed Amendments, are described in
the Offer to Purchase and Consent Solicitation Statement, dated
September 7, 2012, and the related
Letter of Transmittal and Consent (together, the "Offer
Documents"). Copies of the Offer Documents are available to
holders of Notes from D.F. King
& Co., Inc., the tender and information agent for the Tender
Offer and Consent Solicitation (the "Information Agent").
Requests for copies of the Offer Documents should be directed
to the Information Agent at (800) 769-4414 (toll free) or (212)
269-5550.
The Company reserves the right, in its sole discretion, not to
accept any tenders of Notes or deliveries of consents for any
reason. The Company is making the Tender Offer and Consent
Solicitation only in those jurisdictions where it is legal to do
so.
The Company has retained Citigroup Global Markets Inc., HSBC
Securities (USA) Inc., J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC to act as Dealer
Managers and Solicitation Agents in connection with the Tender
Offer and Consent Solicitation. Questions regarding the
Tender Offer and Consent Solicitation may be directed to Citigroup
at (800) 558-3745 (toll free) or (212) 723-6106 (collect), HSBC at
(888) HSBC-4LM (toll free) or (212) 525-5552 (collect), J.P. Morgan
at (866) 834-4666 (toll free) or (212) 834-2452 (collect) or Morgan
Stanley at (800) 624-1808 (toll free) or (212) 761-1057
(collect).
Neither the Offer Documents nor any related documents have been
filed with the U.S. Securities and Exchange Commission, nor have
any such documents been filed with or reviewed by any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Offer
Documents or any related documents, and it is unlawful and may be a
criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities. The Tender Offer and Consent Solicitation are
being made solely pursuant to the Offer Documents. Holders
are urged to read the Offer Documents carefully before making any
decision with respect to the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation are not being made to,
nor will the Company accept tenders of Notes and deliveries of
consents from, holders in any jurisdiction in which the Tender
Offer and Consent Solicitation or the acceptance thereof would not
be in compliance with the securities or blue sky laws of such
jurisdiction. The Company expressly reserves the right, subject to
applicable law, to terminate the Tender Offer and Consent
Solicitation.
About Mexichem
Mexichem is one of the largest chemical companies in
Latin America based on average
annual production capacity and net sales and the leader in plastic
pipes and solutions in Europe.
Mexichem produces a diverse portfolio of chemical products in its
98 plants, which are strategically located in 39 countries across
Latin America, the United States, Canada, Japan, Taiwan, China, the United
Kingdom, and 24 other European countries and Mexichem sells
products in approximately 50 countries. Mexichem is the largest
producer of pipes in Europe and
Latin America, the largest
producer of polyvinyl chloride resin in Latin America and one of the largest producers
of chlorine and caustic soda in Latin
America. Mexichem has the largest production capacity for
hydrofluoric acid in the world in addition to the world's largest
fluorspar mine, making it the only fully-integrated hydrofluoric
acid producer in the Americas.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are
forward-looking within the meaning of Section 27A of the U.S.
Securities Act of 1933 and Section 21E of the U.S. Securities
Exchange Act of 1934. Forward-looking statements are only
predictions and are not guarantees of future performance. Investors
are cautioned that any such forward-looking statements are and will
be, as the case may be, subject to many risks, uncertainties and
factors relating to Mexichem that may cause the actual results to
be materially different from any future results expressed or
implied in such forward-looking statements. Although
Mexichem believes that the expectations and assumptions reflected
in the forward-looking statements are reasonable based on
information currently available to Mexichem's management, Mexichem
cannot guarantee future results or events. Mexichem expressly
disclaims a duty to update any of the forward-looking
statements.
SOURCE Mexichem, S.A.B. de C.V.