Defense News: MONTREAL, QUEBEC--(Marketwire - 03/15/10) - NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. (TSX:BBD.A - News)(TSX:BBD.B - News) today announced the commencement of a cash tender offer to purchase up to US$550.0 million aggregate principal amount (the "Tender Cap") of Bombardier's 6.75% Notes due 2012 (CUSIP/ISIN Nos. 097751AG6 / USC10602AG20) (the "6.75% Notes"), 6.30% Notes due 2014 (CUSIP/ISIN Nos. 097751AH4 / USC10602AH03) (the "6.30% Notes" and, collectively with the 6.75% Notes, the "U.S. Dollar Notes") and Floating Rate Senior Notes due 2013 (Common Code/ISIN No. 027397891 / XS0273978592) (the "Floating Rate Notes" and, collectively with the U.S. Dollar Notes, the "Notes"). The tender offer is being made pursuant to an Offer to Purchase dated March 15, 2010 and, in respect of 6.75% Notes and 6.30% Notes only, the related Letter of Transmittal.
Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal (in respect of 6.75% Notes and 6.30% Notes only), Bombardier is offering to purchase for cash (the "Tender Offer") up to the Tender Cap, its 6.75% Notes, 6.30% Notes and Floating Rate Notes. Bombardier reserves the right, but is not obligated, to increase the Tender Cap to up to US$1.0 billion aggregate principal amount, subject to compliance with applicable law. Tenders of the Notes may be withdrawn at any time prior to 9:00 a.m., New York City time, on March 29, 2010 (such date and time, as they may be extended, the "Withdrawal Date"), but may not be withdrawn thereafter. The Tender Offer will expire at 9:00 a.m., New York City time, on April 12, 2010, unless extended or earlier terminated (the "Expiration Date").
The Tender Offer is being undertaken to take advantage of current favourable conditions in the debt capital markets and to extend Bombardier's debt maturity profile by refinancing a portion of Bombardier's long-term debt due in 2012, 2013 and 2014 with longer maturity financing.
The consideration for each US$1,000 principal amount of 6.75% Notes and 6.30% Notes, and for each EUR1,000 principal amount of Floating Rate Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the applicable consideration set forth in the table below under "Tender Offer Consideration." Holders of Notes that are validly tendered at or prior to 9:00 a.m. on March 29, 2010 (such date and time, as they may be extended, the "Early Participation Date") and accepted for purchase will receive the applicable Tender Offer Consideration plus the applicable Early Participation Amount. Holders of Notes tendered after the Early Participation Date but at or prior to the Expiration Date and accepted for purchase will receive the applicable Tender Offer Consideration, but not the applicable Early Participation Amount. In addition to the applicable Tender Offer Consideration or Total Consideration, as the case may be, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the applicable payment date.
CUSIP
Number
or Principal
Title of Common Amount
Security Code ISIN Number Outstanding
------------------------------------------------------------------
6.75% Notes
due 2012 097751AG6 USC10602AG20 US$550,000,000
6.30% Notes
due 2014 097751AH4 USC10602AH03 US$500,000,000
Floating Rate XS0273978592
Senior (Reg. S)
Notes due 027397891 XS0273978915
2013 (144A) EUR679,000,000
Early
Acceptance Tender Offer Participation Total
Title of Priority Consideration Amount Consideration
Security Level (1) (1) (1)(2)
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6.75% Notes
due 2012 1 US$1,030.00 US$50.00 US$1,080.00
6.30% Notes
due 2014 2 US$ 990.00 US$50.00 US$1,040.00
Floating Rate
Senior
Notes due
2013 3 EUR 980.00 EUR20.00 EUR1,000.00
--------------------------------------------------------------------------
(1) Per US$1,000 or EUR1,000, as applicable, principal amount of Notes
accepted for purchase.
(2) Includes the applicable Early Participation Amount.
The Tender Offer is not conditioned on any minimum amount of Notes being tendered. However, Bombardier's obligation to accept for purchase and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Bombardier's completion of a financing transaction, on terms reasonably satisfactory to Bombardier, pursuant to which Bombardier receives no less than US$1.0 billion in aggregate gross proceeds (exclusive of fees, expenses and discounts). It is anticipated that the Tender Offer will thus be financed by Bombardier's offering of US$1.0 billion aggregate principal amount of new senior notes with maturities not extending beyond 2020, in a private placement that is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act").
Provided that the conditions to the Tender Offer are satisfied, Bombardier anticipates that it will accept for purchase and pay for 6.75% Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date within three business days following the Early Participation Date (the "Early Acceptance Date"), and that it will accept for purchase and pay for 6.75% Notes validly tendered prior to the Expiration Date and not validly withdrawn and not previously accepted on the Early Acceptance Date, as well as 6.30% Notes and Floating Rate Notes, subject to possible proration, validly tendered and not validly withdrawn prior to the Expiration Date within three business days following the Expiration Date.
None of Bombardier or its board of directors, the dealer managers, the tender agent, depositary or information agents, or the trustees for the respective series of Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by us or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All of the U.S. Dollar Notes are held in book-entry form through the facilities of The Depository Trust Company ("DTC"), and all of Floating Rate Notes are held in book-entry form through a common depositary or its nominee for Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme. If you hold Notes through a broker, dealer, commercial bank, trust company or other intermediary or nominee, you must contact such broker, dealer, commercial bank, trust company or other intermediary or nominee if you wish to tender Notes in the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other intermediary or nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, commercial bank, trust company or other intermediary or nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee will be earlier than the deadlines set forth herein.
Bombardier has retained J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Deutsche Bank Securities Inc., and Deutsche Bank AG, London Branch, to serve as Dealer Managers, directly and through their respective affiliates, for the Tender Offer. Bombardier has retained i-Deal LLC to serve as the depositary and information agent in respect of the U.S. Dollar Notes, and Lucid Issuer Services Limited to act as the tender and information agent in respect of the Floating Rate Notes.
For additional information regarding the terms of the Tender Offer with respect to the U.S. Dollar Notes, please contact J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3424 (collect) or Deutsche BankSecurities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for a copy of the Offer to Purchase and the Letter of Transmittal relating to the U.S. Dollar Notes, and questions regarding the tender of U.S. Dollar Notes may be directed to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banks and brokers) or tenderoffer@ipreo.com.
For additional information regarding the terms of the Tender Offer with respect to the Floating Rate Notes, please contact J.P. Morgan Securities Ltd. at +44 (0)20 7325 9633 or Deutsche Bank AG, London Branch, at +44 20 7545 8011. Requests for a copy of the Offer to Purchase and questions regarding the tender of Floating Rate Notes may be directed to Lucid Issuer Services Limited at +44 20 7704 0880 orbombardier@lucid-is.com.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.
The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are within Article 43(2) of the Order, or to any persons to whom it may otherwise lawfully be made under the Order.
The Tender Offer is not being, and will not be, made, directly or indirectly, in the Republic of Italy ("Italy"). The Tender Offer has not been, and will not be, submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa ("CONSOB") and/or the Bank of Italy pursuant to Italian laws and regulations. Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer or the Notes may be distributed or made available in Italy.
Neither this announcement nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offer may not be made in the Kingdom of Belgium ("Belgium") by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account.
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other documents or materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible to participate in the Tender Offer. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by France's Autorite des Marches Financiers.
Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information with regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
About Bombardier
A world-leading manufacturer of innovative transportation solutions, from commercial aircraft and business jets to rail transportation equipment, systems and services, Bombardier Inc. is a global corporation headquartered in Canada. Its revenues for the fiscal year ended Jan. 31, 2009, were $19.7 billion US, and its shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listed as an index component to the Dow Jones Sustainability World and North America indexes. News and information are available at www.bombardier.com.
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