Standard Receives Requisite Consents in Tender Offer and Consent Solicitation for 8% Senior Notes Due 2012, Series B
22 Marzo 2005 - 3:00PM
PR Newswire (US)
Standard Receives Requisite Consents in Tender Offer and Consent
Solicitation for 8% Senior Notes Due 2012, Series B WILSON, N.C.,
March 22 /PRNewswire-FirstCall/ -- Standard Commercial Corporation
(NYSE:STW) announced today the results to date in its previously
announced cash tender offer to purchase any and all of its
outstanding $150.0 million aggregate principal amount of 8% Senior
Notes due 2012, Series B (CUSIP #853258AF8) (the "Notes"). As of
5:00 p.m., New York City time, on March 21, 2005 (the "Consent
Payment Deadline"), tenders and consents had been received for
approximately $145.7 million in aggregate principal amount of the
Notes, representing approximately 97.1% of the outstanding Notes.
The percentage of consents received for the Notes exceeds the
requisite consents needed to amend the indenture governing such
Notes. Standard, Standard Commercial Tobacco Co., Inc., as
guarantor, and SunTrust Bank, the trustee under the indenture, have
executed a supplemental indenture to effect the proposed amendments
to the indenture governing the Notes. However, the proposed
amendments will not become operative with respect to the Notes and
the indenture until the tendered Notes are accepted for purchase by
Standard. If the tender offer is terminated or withdrawn, the
proposed amendments will not become operative. The proposed
amendments would, among other things, eliminate the principal
restrictive covenants and certain events of default in the
indenture. The tender offer is being made pursuant to an Offer to
Purchase for Cash and Consent Solicitation Statement and a related
Letter of Transmittal and Consent, dated March 8, 2005. The tender
offer is scheduled to expire at 5:00 p.m., New York City time, on
April 5, 2005, unless extended or earlier terminated. The terms and
conditions of the tender offer and the consent solicitation are
specified in, and qualified in their entirety by, the Offer to
Purchase for Cash and Consent Solicitation Statement and related
materials that have been distributed to holders of the Notes,
copies of which may be obtained from MacKenzie Partners, Inc., the
information agent for the tender offer and the consent
solicitation, at (800) 322-2885 (U.S. toll free) or (212) 929-5500
(collect). Standard has engaged Wachovia Securities and Deutsche
Bank Securities Inc. to act as the dealer managers and solicitation
agents in connection with the tender offer and consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to Wachovia Securities at (866)
309-6316 (U.S. toll free) or (704) 715-8341 (collect) and Deutsche
Bank Securities Inc. at (212) 250-7466 (collect). The tender offer
and the consent solicitation are being conducted in connection
with, and are subject to simultaneous completion of, the proposed
merger of Standard with and into DIMON Incorporated. DIMON will be
the surviving corporation, and simultaneously with the closing of
the merger, DIMON will change its name to Alliance One
International, Inc. The tender offer and the consent solicitation
are subject to the satisfaction of certain conditions, including
DIMON having entered into arrangements satisfactory to it with
respect to financing necessary to complete the tender offer, the
consent solicitation and the merger between DIMON and Standard, the
simultaneous closing of the merger and other customary conditions.
This announcement is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. The tender
offer is being made solely pursuant to the terms of the Offer to
Purchase for Cash and Consent Solicitation Statement, dated March
8, 2005, and the related Letter of Transmittal and Consent (as they
may be amended from time to time), and those documents should be
consulted for additional information regarding delivery procedures
and the terms and conditions of the tender offer and the consent
solicitation. Standard Commercial Corporation is the world's third
largest dealer of leaf tobacco with operations in more than 30
countries. For more information on Standard, visit Standard's
website at http://www.sccgroup.com/ . Readers of this news release
should note that comments contained herein that are not purely
statements of historical fact may be deemed to be forward- looking.
Any such forward-looking statement is based upon management's
current knowledge and assumptions about future events. Standard's
actual results could vary materially from those expected due to
many factors, many of which Standard cannot control. These include
changes in the markets for financing necessary to consummate the
merger, failure of either DIMON or Standard to satisfy conditions
to the merger provided in the merger agreement, the timing and
substance of actions by non-U.S. antitrust authorities relating to
the merger, changes in demand for and supply of leaf tobacco and
wool, weather and shipping schedules, changes in general economic
conditions, political and terrorist risks and changes in government
regulations. Additional information on factors that may affect
management's expectations or Standard's financial results can be
found in Standard's filings with the Securities and Exchange
Commission, which are available at the SEC's Internet site (
http://www.sec.gov/ ). Interested parties may obtain a free copy of
the joint proxy statement/prospectus related to the proposed
merger, as well as other filings containing information about DIMON
and Standard without charge at the SEC's Internet site (
http://www.sec.gov/ ). Copies of the joint proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to
Standard Commercial Corporation, 2201 Miller Road, P.O. Box 450,
Wilson, North Carolina 27894-0450, Attention: Investor Relations,
(252) 291 5507. DATASOURCE: Standard Commercial Corporation
CONTACT: Timothy S. Price of Standard Commercial Corporation,
+1-252-291-5507 Web site: http://www.sccgroup.com/
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