Hypermarcas Announces Early Results of Tender Offer and Increases Maximum
SAO PAULO, Nov. 11, 2013
SAO PAULO, Nov. 11, 2013 /PRNewswire/ --Hypermarcas S.A. today announced the
preliminary results of its previously announced cash tender (the "Tender
Offer") to purchase up to an aggregate amount of U.S.$300 million of its
U.S.$750 million 6.500% Senior Notes due 2021 (the "Notes"). The terms and
conditions of the Tender Offer are described in Hypermarcas' Offer to
Purchase, dated October 28, 2013 (the "Offer to Purchase") and the related
Letter of Transmittal.
According to information provided by the Information and Tender Agent for the
Tender Offer, U.S.$418,761,000 aggregate principal amount of the Notes were
validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York
City time, on November 8, 2013 (the "Early Tender Date").
Hypermarcas also announced that it has increased the aggregate principal
amount of the Notes that it is offering to purchase in the Tender Offer from
U.S.$300,000,000 to U.S.$418,761,000 (as increased, the "Maximum Tender
Amount"). Except for such increase, all other terms and conditions of the
Tender Offer, as previously announced, remain unchanged. Because the Tender
Offer was fully subscribed as of the Early Tender Date, holders who validly
tender Notes after the Early Tender Date will not have any of their Notes
accepted for purchase unless we increase the Maximum Tender Amount, which we
are entitled to do in our sole discretion.
Subject to the Maximum Tender Amount and the other terms and conditions
described in the Offer to Purchase and the Letter of Transmittal, the Tender
Offer will expire, unless earlier terminated by Hypermarcas in its sole
discretion, at Midnight, New York City time, on November 25, 2013, unless
extended by Hypermarcas (such time and date, as the same may be extended, the
"Expiration Date"). Holders of the Notes who validly tendered their Notes at
or prior to the Early Tender Date and did not validly withdraw such Notes,
will be eligible to receive the Total Consideration (as defined below), which
includes the Early Participation Payment (as defined below). In addition to
the consideration, accrued and unpaid interest on the purchased Notes will be
paid from the last interest payment date to, but not including, the settlement
date for such purchased Notes. The settlement date for the Notes validly
tendered at or prior to the Early Tender Date is expected to be on November
14, 2013, or as soon as practicable thereafter.
The "Total Consideration" for each U.S.$1,000 principal amount of the Notes
validly tendered at or prior to the Early Tender Date and accepted for
purchase pursuant to the Tender Offer will be U.S.$1,067.50. The Total
Consideration includes an early participation payment equal to U.S.$30 for
each U.S.$1,000 principal amount of the Notes validly tendered at or prior to
the Early Tender Date and accepted for purchase pursuant to the Tender Offer
(the "Early Participation Payment").
Tendered Notes may not be withdrawn from the Tender Offer after 5:00 p.m., New
York City time, on November 8, 2013.
The Dealer Managers for the Tender Offer are Bradesco BBI, Citigroup and
Morgan Stanley. Questions regarding the Tender Offer may be directed to
Bradesco BBIat (212) 888-9145 (collect); Citigroup at (800) 558-3745
(toll-free) or (212) 723-6106 (collect); or Morgan Stanley at (800) 624-1808
(toll free) or (212) 761-1057 (collect).
Copies of the Offer to Purchase and the Letter of Transmittal have been
provided to holders of the Notes. Additional copies of the Offer to Purchase
or the Letter of Transmittal may be obtained from the Information and Tender
Agent, Global Bondholder Services Corporation at (866) 924-2200 (toll-free) or
(212) 430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY
The Tender Offer is subject to the satisfaction of certain conditions set
forth in the Offer to Purchase and the related Letter of Transmittal. If any
of the conditions are not satisfied, Hypermarcas will not be obligated to
accept for payment, purchase or pay for, and may delay the acceptance for
payment of, any tendered Notes, in each event subject to applicable laws and
may terminate the Tender Offer. The Tender Offer is not conditioned on the
tender of a minimum principal amount of Notes.
Hypermarcas is one of the largest consumer goods companies and the leading
healthcare consumer company funded with Brazilian capital, with one of the
largest and most diversified portfolio of consumer brands in Brazil, including
a number of leading brands in the pharmaceutical, beauty and personal care
segments. Its major brands have established high levels of consumer awareness
and strong national retail distribution across all major channels, including
pharmacies and supermarkets.
Certain Information Regarding the Tender Offer
The information in this press release describing Hypermarcas' Tender Offer is
for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell Notes in the Tender Offer. The Tender Offer
is being made only pursuant to the Offer to Purchase and the related materials
that Hypermarcas has distributed to holders of the Notes. The Tender Offer is
not being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. Holders of the Notes should read the Offer
to Purchase and the related materials carefully because they contain important
information, including the various terms and conditions of the Tender Offer.
None of Hypermarcas, the Dealer Managers or the Information and Tender Agent
make any recommendation as to whether holders should tender or refrain from
tendering their Notes. Holders must make their own decision as to whether to
tender Notes and, if so, the principal amount of the Notes to tender.
SOURCE Hypermarcas S.A.
Contact: Leandro Gomes, Media and Investor Relations Manager, +55 11
3627-4242, Fax: +55 11 3627-4371, firstname.lastname@example.org
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