DENTSPLY International Inc. Announces Offer to Purchase up to US$150 Million of its Outstanding 4.125% Notes Due 2021
(Thomson Reuters ONE) -
York, PA - October 29, 2015 - DENTSPLY International Inc. (NASDAQ: XRAY) today
announced the commencement of its offer (the "Offer") to purchase for cash up to
US$150 million aggregate principal amount (the "Maximum Tender Cap") of its
outstanding 4.125% Notes due 2021 (the "Notes") (CUSIP 249030AC1 / ISIN
US249030AC11). The Notes had an aggregate principal amount outstanding of
US$450,000,000 as of October 29, 2015.
The purpose of the Offer is to refinance a portion of the Company's debt.
Concurrently with the Offer, DENTSPLY intends to arrange new unsecured debt
financing in an amount sufficient to fund the total consideration payable
pursuant to the Offer. DENTSPLY's obligation to accept and pay for Notes
validly tendered in the Offer is subject to the satisfaction or waiver of
certain conditions, including consummation of the new financing.
The Offer is being made pursuant to the offer to purchase, dated October
29, 2015 (the "Offer to Purchase"), and the related letter of transmittal (the
"Letter of Transmittal"), which set forth in more detail the terms and
conditions of the Offer.
The Offer will expire at 11:59 p.m., New York City time, on December 10, 2015,
unless extended or earlier terminated (such date and time, as the same may be
extended, the "Expiration Date"). Subject to the terms and conditions set forth
in the Offer to Purchase and Letter of Transmittal, holders of Notes that are
validly tendered on or prior to 5:00 p.m., New York City time, on November
12, 2015 (such date and time, as the same may be extended, the "Early Tender
Date") and accepted for purchase will be entitled to receive the total
consideration calculated in the manner set forth in the Offer to Purchase, which
includes an early tender premium of $30 per $1,000 principal amount of tendered
Notes. The "total consideration" with respect to the Notes will be equal to the
price, determined in accordance with standard market practice, as described in
the Offer to Purchase, that equates to a yield to maturity equal to the fixed
spread of 140 basis points over the yield, based on the bid-side price, of the
1.375% U.S. Treasury Note due September 30, 2020 (the "Reference Treasury
Security"), at 2:00 p.m., New York City time, on November 13, 2015 (such time
and date, as the same may be extended, the "Price Determination Date").
Information regarding the Reference Treasury Security may be found on Bloomberg
Reference Page FIT1.
Subject to the terms and conditions set forth in the Offer to Purchase, holders
of Notes that are validly tendered after the Early Tender Date but on or before
the Expiration Date and accepted for purchase will receive only the tender offer
consideration, which is equal to the total consideration minus the early tender
premium (the "Tender Offer Consideration").
Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City
time, on November 12, 2015 (such date and time, as the same may be extended, the
"Withdrawal Date"), but not thereafter.
If the aggregate principal amount of Notes validly tendered in the Offer exceeds
the Maximum Tender Cap, then, subject to the terms and conditions of the Offer,
DENTSPLY will accept tendered Notes on a pro rata basis as described in the
Offer to Purchase. Subject to applicable law, DENTSPLY may increase the Maximum
Tender Cap for the Notes at any time prior to the Settlement Date.
Payment for Notes validly tendered prior to the Expiration Date and accepted for
purchase will be made on the settlement date, which is anticipated to be
December 11, 2015 (such date, unless the Offer is extended, the "Settlement
Date"). Payment for purchased Notes will include accrued and unpaid interest
from, and including, the last interest payment date for the Notes up to, but not
including, the Settlement Date.
The obligation of DENTSPLY to accept for purchase, and to pay for Notes validly
tendered pursuant to the Offer, is subject to, and conditional upon, the
satisfaction or, where applicable, waiver of a number of conditions described in
the Offer to Purchase, including the consummation of the financing described
above on or prior to the Expiration Date. DENTSPLY reserves the right, in its
sole discretion, to waive any one or more of the conditions at any time.
DENTSPLY has retained Citigroup Global Markets Inc. to serve as the sole dealer
manager for the Offer. Global Bondholder Services Corporation has been retained
to serve as the depositary and information agent with respect to the Offer.
For additional information regarding the terms of the Offer, please contact
Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212)
723-6106. Requests for copies of the Offer to Purchase and Letter of Transmittal
and questions regarding the tender of Notes may be directed to Global Bondholder
Services Corporation at (866) 807- 2200 (toll free) or (212) 430-3774 (collect).
None of DENTSPLY, the dealer manager, the depositary or the information agent
makes any recommendation as to whether any holder of the Notes should tender or
refrain from tendering all or any portion of the principal amount of the Notes,
and no one has been authorized by any of them to make such a recommendation.
Holders must make their own decisions as to whether to tender Notes, and, if so,
the principal amount of Notes to tender.
This press release is neither an offer to purchase nor a solicitation to buy any
of these Notes nor is it a solicitation for acceptance of the Offer. DENTSPLY is
making the Offer only by, and pursuant to the terms of, the Offer to Purchase
and the related Letter of Transmittal. The Offer is not being made to (nor will
tenders of Notes be accepted from or on behalf of) holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
This announcement must be read in conjunction with the Offer to Purchase and,
where applicable, the related Letter of Transmittal.
Any debt securities that may be issued in the new financing have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other jurisdiction. DENTSPLY
is offering these securities in reliance on exemptions from the registration
requirements of the Securities Act and other applicable laws. This press release
is neither an offer to sell or a solicitation of an offer to buy any debt
securities in the new financing, nor shall there be any sale of these debt
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Additional Information
DENTSPLY International Inc. is a leading manufacturer and distributor of dental
and other consumable medical device products. DENTSPLY believes it is the
world's largest manufacturer of consumable dental products for the professional
dental market. For over 115 years, DENTSPLY's commitment to innovation and
professional collaboration has enhanced its portfolio of branded consumables and
small equipment. Headquartered in the United States, DENTSPLY has global
operations with sales in more than 120 countries.
Certain statements in this release, including without limitation the anticipated
consummation and successful completion of the Offer (including the satisfaction
of the conditions described in the Offer to Purchase, including the new
financing) and the possible amendment, extension or abandonment of the Offer,
contain information that may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Generally, the
use of terms such as "may," "could," "expect," "intend," "believe," "plan,"
"estimate," "forecast," "project," "anticipate," "assumes" and similar
expressions identify forward-looking statements. All statements that address
operating performance, events or developments that DENTSPLY expects or
anticipates will occur in the future are forward-looking statements. Forward-
looking statements are based on management's current expectations and beliefs,
and are inherently susceptible to uncertainty, risks and changes in
circumstances that could cause actual results to differ materially from our
historical experience and present expectations or projections. These risks and
uncertainties include, but are not limited to, those described in Part I, Item
1A ("Risk Factors") of our Annual Report on Form 10-K for the year ended
December 31, 2014.
For further information contact:
Derek Leckow
Vice President
Investor Relations
(717) 849-7863
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: DENTSPLY International Inc. via GlobeNewswire
[HUG#1962452]
Unternehmensinformation / Kurzprofil:
Datum: 29.10.2015 - 14:19 Uhr
Sprache: Deutsch
News-ID 430507
Anzahl Zeichen: 10532
contact information:
Town:
York, Pennsylvania
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 254 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DENTSPLY International Inc. Announces Offer to Purchase up to US$150 Million of its Outstanding 4.125% Notes Due 2021"
steht unter der journalistisch-redaktionellen Verantwortung von
DENTSPLY International Inc. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
