DENTSPLY International Inc. Announces Reference Yield and Total Consideration for Notes Tender Offer
(Thomson Reuters ONE) -
York, PA - November 13, 2015 - DENTSPLY International Inc. (NASDAQ: XRAY) today
announced the Reference Yield and Total Consideration for its previously
announced 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).
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 a
financing condition.
The Offer is being made pursuant to the offer to purchase dated October
29, 2015 (as may be amended or supplemented from time to time, the "Offer to
Purchase"), and the related letter of transmittal (as may be amended or
supplemented from time to time, the "Letter of Transmittal"), which set forth in
more detail the terms and conditions of the Offer. Capitalized terms used but
not otherwise defined in this announcement have the meanings given to them in
the Offer to Purchase.
Subject to the terms and conditions set forth in the Offer to Purchase and
Letter of Transmittal, holders of Notes that were validly tendered on or prior
to 5:00 p.m., New York City time, on November 12, 2015 (such date and time, the
"Early Tender Date") and accepted for purchase will be entitled to receive the
Total Consideration, together with Accrued Interest. The Total Consideration of
$1,052.02 per $1,000 principal amount of tendered Notes accepted for purchase is
equal to the price that equates to a yield to maturity equal to the fixed spread
of 140 basis points over the Reference Yield of 1.677%, 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. The
Total Consideration includes an Early Tender Premium of $30 per $1,000 principal
amount of tendered Notes accepted for purchase. Information regarding the
Reference Treasury Security may be found on Bloomberg Reference Page FIT1.
The Early Tender Date and Withdrawal Date for the Offer have now passed. Notes
already tendered and any other Notes tendered at or prior to the Expiration Date
may not be withdrawn. The Total Consideration, together with Accrued Interest,
will be paid to holders of Notes that were validly tendered on or prior to the
Early Tender Date and accepted for purchase. Holders of Notes that are validly
tendered after the Early Tender Date and accepted for purchase will receive the
Tender Offer Consideration of $1,022.02 per $1,000 principal amount of tendered
Notes, together with Accrued Interest. The Tender Offer Consideration is equal
to the Total Consideration minus the Early Tender Premium.
The Expiration Date for the Offer continues to be 11:59 p.m., New York City
time, on December 10, 2015, unless extended or earlier terminated. Payment for
Notes accepted for purchase will be made on the Settlement Date, which is
anticipated to be December 11, 2015.
The aggregate principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date was $153,876,000 which amount
exceeds the Maximum Tender Cap. DENTSPLY will accept for purchase tendered Notes
on the Settlement Date in accordance with the proration procedure described in
the Offer to Purchase.
The obligation of DENTSPLY to accept for purchase, and to pay the Tender Offer
Consideration or the Total Consideration, as the case may be, 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 a financing condition, 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 documents 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).
The Offer to Purchase and related Letter of Transmittal were first distributed
to holders of Notes on October 29, 2015. Copies of the Offer to Purchase and the
Letter of Transmittal may also be obtained at no charge from Global Bondholder
Services Corporation.
None of DENTSPLY, the dealer manager, the depositary or the information agent
makes any recommendation as to whether any Holder of the Notes subject to the
Offer 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 to satisfy the financing condition have
not been and will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other jurisdiction.
DENTSPLY is offering any such 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 such debt securities, nor shall there be any sale of such 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 financing
condition) 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, as supplemented by our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015.
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#1966866]
Unternehmensinformation / Kurzprofil:
Datum: 13.11.2015 - 22:22 Uhr
Sprache: Deutsch
News-ID 434605
Anzahl Zeichen: 10446
contact information:
Town:
York, Pennsylvania
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 210 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DENTSPLY International Inc. Announces Reference Yield and Total Consideration for Notes Tender Offer"
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).
