Votorantim Cimentos SA - Tender Offer April 9 2014 Final
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NEWYORK 9180806 v3 (2K) FOR IMMEDIATE RELEASE VOTORANTIM CIMENTOS S.A. LAUNCHES TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 5.25% SENIOR NOTES DUE 2017 São Paulo, Brazil, April 9, 2014 – Votorantim Cimentos S.A. (“VCSA”) today announced that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.25% Senior Notes due 2017 (the “Notes”). The Notes are unconditionally guaranteed by Votorantim Participações S.A. (“VPar”) and Companhia Brasileira de Alumínio (“CBA”). The liability of VPar and CBA under their respective guarantees is 100% and 50%, respectively, of the outstanding principal amount of the Notes. In connection with the Tender Offer, VCSA is also soliciting consents (the “Consent Solicitation”) from the holders of the Notes (the “Holders”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. The Tender Offer and the related Consent Solicitation will expire at 8:00 a.m., Central European Time, on April 16, 2014, unless extended by VCSA (such time and date, as the same may be extended, the “Expiration Date”). Holders who validly tender their Notes and deliver the related consents to the Proposed Amendments at or prior to the Expiration Date will be eligible to receive the Consideration (as defined below), which includes the Consent Payment, plus accrued and unpaid interest to, but not including, the settlement date (the “Accrued Interest”). Notes that have been validly tendered pursuant to the Tender Offer may not be withdrawn and consents delivered pursuant to the Consent Solicitation may not be revoked, except, in each case, as may be required by applicable law. The “Consideration” for each €1,000 principal amount of Notes validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be €1,106.25. The Consideration includes a consent payment equal to €30.00 for each €1,000 principal amount of Notes accepted for purchase pursuant to the Tender Offer (the “Consent Payment”). In addition, the Accrued Interest will be paid with respect to Notes accepted for purchase. The following table sets forth certain information relating to the Tender Offer: Title of Security Aggregate Principal Amount Outstanding Maximum Acceptance Limit Consideration 1 5.25% Senior Notes due 2017 (ISIN Nos. XS0505532134; XS0505532217) €750.0 million Any and All €1,106.25 2 (1) The amount to be paid for each €1,000 principal amount of Notes validly tendered and accepted for purchase, not including Accrued Interest. (2) The Consideration for the Notes includes the Consent Payment. VCSA’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase (as defined below), including that VCSA consummates a debt financing transaction on terms and conditions acceptable to it, in its sole discretion. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. VCSA has the right, in its sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time. The Proposed Amendments require the consents (the “Requisite Consents”) of Holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes held by VCSA or its affiliates). Holders who tender their Notes pursuant to the Tender Offer will also be providing consents with respect to such Notes to the Proposed Amendments. The Consent Solicitation will be terminated if the Requisite Consents are not obtained and, in such case, the Proposed Amendments to the indenture governing the Notes will not become effective. However, VCSA reserves the right in its sole discretion to accept and purchase Notes tendered pursuant to the concurrent Tender Offer for an amount in cash equal to the Consideration.
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Transcript of Votorantim Cimentos SA - Tender Offer April 9 2014 Final
NEWYORK 9180806 v3 (2K)
FOR IMMEDIATE RELEASE VOTORANTIM CIMENTOS S.A. LAUNCHES TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 5.25% SENIOR NOTES DUE 2017 São Paulo, Brazil, April 9, 2014 – Votorantim Cimentos S.A. (“VCSA”) today announced that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.25% Senior Notes due 2017 (the “Notes”). The Notes are unconditionally guaranteed by Votorantim Participações S.A. (“VPar”) and Companhia Brasileira de Alumínio (“CBA”). The liability of VPar and CBA under their respective guarantees is 100% and 50%, respectively, of the outstanding principal amount of the Notes. In connection with the Tender Offer, VCSA is also soliciting consents (the “Consent Solicitation”) from the holders of the Notes (the “Holders”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. The Tender Offer and the related Consent Solicitation will expire at 8:00 a.m., Central European Time, on April 16, 2014, unless extended by VCSA (such time and date, as the same may be extended, the “Expiration Date”). Holders who validly tender their Notes and deliver the related consents to the Proposed Amendments at or prior to the Expiration Date will be eligible to receive the Consideration (as defined below), which includes the Consent Payment, plus accrued and unpaid interest to, but not including, the settlement date (the “Accrued Interest”).
Notes that have been validly tendered pursuant to the Tender Offer may not be withdrawn and consents delivered pursuant to the Consent Solicitation may not be revoked, except, in each case, as may be required by applicable law. The “Consideration” for each €1,000 principal amount of Notes validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be €1,106.25. The Consideration includes a consent payment equal to €30.00 for each €1,000 principal amount of Notes accepted for purchase pursuant to the Tender Offer (the “Consent Payment”). In addition, the Accrued Interest will be paid with respect to Notes accepted for purchase. The following table sets forth certain information relating to the Tender Offer:
Title of Security
Aggregate Principal Amount Outstanding Maximum Acceptance Limit Consideration1
5.25% Senior Notes due 2017
(ISIN Nos. XS0505532134; XS0505532217) €750.0 million Any and All €1,106.252
(1) The amount to be paid for each €1,000 principal amount of Notes validly tendered and accepted for purchase, not including Accrued Interest. (2) The Consideration for the Notes includes the Consent Payment.
VCSA’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase (as defined below), including that VCSA consummates a debt financing transaction on terms and conditions acceptable to it, in its sole discretion. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. VCSA has the right, in its sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time. The Proposed Amendments require the consents (the “Requisite Consents”) of Holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes held by VCSA or its affiliates). Holders who tender their Notes pursuant to the Tender Offer will also be providing consents with respect to such Notes to the Proposed Amendments. The Consent Solicitation will be terminated if the Requisite Consents are not obtained and, in such case, the Proposed Amendments to the indenture governing the Notes will not become effective. However, VCSA reserves the right in its sole discretion to accept and purchase Notes tendered pursuant to the concurrent Tender Offer for an amount in cash equal to the Consideration.
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The terms and conditions of the Tender Offer and the Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated April 9, 2014 (the “Offer to Purchase”). Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the information agent for the Tender Offer and the Consent Solicitation (the “Information Agent”). Requests for copies of the Offer to Purchase should be directed to the Information Agent in London at +44 20 7920-9700 (collect); in New York at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect); or at [email protected]. VCSA reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason. VCSA is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so. VCSA has retained Citigroup Global Markets Inc. (“Citigroup”), HSBC Bank plc (“HSBC”), Banco Santander, S.A. (“Santander”), BB Securities Limited (“BB Securities”), Banco Votorantim S.A., Nassau Branch (“Banco Votorantim”) and Banco Bradesco BBI S.A. (“Bradesco BBI”) to act as Dealer Managers in connection with the Tender Offer and as Solicitation Agents in connection with the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Citigroup at +(44) 20 7986-8969 (collect), +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect); HSBC at +(44) 20 7992-6237, +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect); Santander at +(44) 20 7756-6909 (collect) or +(44) 20 7756-7202 (collect); BB Securities at +(44) 20 7367-5832 (collect); Banco Votorantim at +1 (212) 339-7431 (collect); and Bradesco BBI at +1 (212) 888-9145 (collect). Neither the Offer to Purchase 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 to Purchase 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. The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase. The Tender Offer and the Consent Solicitation are not being made to, nor will VCSA accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
About Votorantim Cimentos S.A. VCSA, together with its subsidiaries, is a global vertically-integrated heavy building materials company, with operations in North and South America, Europe, Africa and Asia. VCSA believes that it is the largest and most profitable heavy building materials company in Brazil. VCSA produces and sells a complete portfolio of building materials—which includes cement, aggregates, ready-mix concrete, mortar and other building materials—and serves a very diversified and fragmented client base. VCSA is the eighth-largest global cement producer in terms of annual installed cement production capacity, according to the Global Cement Report Tenth Edition (2013), published by the International Cement Review, with 53.9 million tons as of December 31, 2013.
VCSA is a subsidiary of Votorantim Industrial S.A. (“VID”), a privately held conglomerate in Latin America that is a strong player in each of its main business segments: cement; non-ferrous metals, such as zinc, aluminum, nickel and copper; and pulp (through a company that VID jointly controls), and also has significant steel and power generation operations.
NOTICE 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, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. 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 VCSA and its affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although VCSA believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information
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currently available to VCSA’s management, VCSA cannot guarantee future results or events. VCSA expressly disclaims a duty to update any of the forward-looking statements.
