FS Acquisition Corp. Announces Extension of Cash Tender Offer for 1.875% Convertible Senior Notes Issued By Four Seasons Hotels
24 4월 2007 - 7:17AM
PR Newswire (US)
NEW YORK, April 23 /PRNewswire/ -- FS Acquisition Corp. ("Bidco"),
a British Columbia corporation owned by Triples Holdings Limited
and affiliates of Kingdom Hotels International and Cascade
Investment, L.L.C., announced today that, pursuant to its cash
tender offer (the "Offer") for any and all of the outstanding
1.875% Convertible Senior Notes due 2024 (CUSIP No. 35100E AE 4)
(the "Convertible Notes") issued by Four Seasons Hotels Inc.
("FSHI") (TSX: FSH and NYSE: FS), as described in Bidco's Offer to
Purchase and the related Letter of Transmittal, dated March 22,
2007, as each may be amended and supplemented from time to time, it
has extended the expiration time of the Offer to 5:00 p.m., New
York City time, on Wednesday, April 25, 2007 (the "expiration
time"). Previously, the expiration time was 5:00 p.m., New York
City time, on Tuesday, April 24, 2007. As a result of the
extension, prior tenders of outstanding Convertible Notes may be
withdrawn pursuant to the Offer at any time prior to the extended
expiration time. Terms used but not defined herein shall have the
meanings ascribed to them in the Offer to Purchase. As of 3:00
p.m., New York City time, on April 23, 2007, $155,759,000 aggregate
principal amount of the $250,000,000 aggregate principal amount of
issued and outstanding Convertible Notes had been tendered for
purchase by Bidco. Subject to satisfaction or waiver of applicable
conditions, Bidco now expects the Arrangement to become effective
on April 26, 2007. As previously disclosed in the Offer to
Purchase, if the effective date of the Arrangement is April 26,
2007, the final Purchase Price will be US$1,242.40 per US$1,000
principal amount of Convertible Notes (which is equal to the
US$1,241.40 Conversion Amount plus the US$1.00 Tender Offer
Premium). Bidco intends to keep the Offer open until 5:00 p.m., New
York City time, on the business day before the effective date of
the Arrangement. Therefore, if the effective date of the
Arrangement, which is now expected to be April 26, 2007, is set at
a date after April 26, 2007, Bidco intends to extend the Offer
accordingly, subject to applicable law. If the Offer is extended
because the effective date of the Arrangement is set at a date
after April 26, 2007, the Purchase Price will be adjusted as
described in "THE OFFER-3. Terms of the Offer-Expiration Time;
Purchase Price if the Offer is Extended" in the Offer to Purchase.
In addition, Bidco will issue a press release to disclose the final
Purchase Price on the day that is two business days prior to the
extended expiration time of the Offer. The Offer is not conditioned
on any minimum aggregate principal amount of the Convertible Notes
being tendered. The Offer is, however, subject to the conditions
discussed under "THE OFFER-8. Conditions of the Offer" in the Offer
to Purchase. As discussed in the offer materials, none of Bidco or
FSHI (or their respective managements or boards of directors), the
Information Agent, the Depositary or their respective affiliates
makes any recommendation to any holder of any of the Convertible
Notes as to whether to tender any such Convertible Notes. This
press release is merely a notification of the Purchase Price of the
Offer and the extension of the expiration time of the Offer and is
neither an offer to purchase nor a solicitation of an offer to sell
the Convertible Notes. The Offer is being made only pursuant to the
Offer to Purchase and related Letter of Transmittal dated March 22,
2007. Holders of Convertible Notes should read the Offer to
Purchase, related Letter of Transmittal and other tender offer
documents distributed to them, and any subsequently distributed
amendments thereto, because they contain important information. The
Offer to Purchase, related Letter of Transmittal and other tender
offer documents may be obtained free of charge by contacting Global
Bondholder Services Corporation, the Information Agent and
Depositary, by telephone at (866) 470-3800 (toll free), (212)
430-3774 (call collect) or in writing to 65 Broadway - Suite 723,
New York, NY 10006, Attention: Corporate Actions. Questions
regarding the Offer should also be directed to Global Bondholder
Services Corporation as described above. DATASOURCE: FS Acquisition
Corp. CONTACT: Global Bondholder Services Corporation for FS
Acquisition Corp., +1-866-470-3800
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