Globe Announces Extension of the Early Tender Date and Early Tender
Date Results for its Tender Offer for All Outstanding 13.5% Senior
Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc.
MANILA, Philippines,
Nov. 20, 2012 /PRNewswire/ -- Globe
Telecom, Inc. ("Globe") announced today that it has extended the
Early Tender Date of its previously announced tender offer (the
"Amended and Restated Offer to Purchase") to purchase for cash any
and all of the 13.5% Senior Notes originally due 2006 (the "Notes")
issued by Bayan Telecommunications, Inc. (the "Issuer").
Globe has extended the Early Tender Date from 5:00 p.m., New York
City time, on November 19,
2012, to 11:59 p.m.,
New York City time, on
November 27, 2012 (such date and
time, as the same may be extended, the "Extended Early Tender
Date"). Accordingly, all holders who validly tender their
Notes on or prior to the Extended Early Tender Date (and have not
validly withdrawn their Notes on or prior to the Withdrawal Date),
and whose Notes are accepted for purchase, will receive the Total
Consideration. Holders who validly tender their Notes after the
Extended Early Tender Date and on or prior to the Expiration Date
will be entitled to receive only the applicable Tender Offer
Consideration if such Notes are accepted for purchase. The "Tender
Offer Consideration" is an amount in cash equal to the Total
Consideration for the applicable Acceptance Level minus
US$2.50 for each US$1,000 Remaining Principal Amount of Notes.
The Withdrawal Date for the tender offer occurred at
5:00 p.m., New York City time, on November 19, 2012. The Withdrawal Date has
not been extended. Thus, holders who validly tendered and did
not validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on November 19,
2012, and holders who validly tender their Notes after that
time, may not withdraw their tendered Notes.
Globe also announced today preliminary results of its tender
offer. As of 5:00 p.m., New York City time, on November 19, 2012, Notes representing
approximately 85% of the aggregate Remaining Principal Amount of
Notes had been tendered and not withdrawn. In addition,
as of 5:00 p.m., New York City time, on November 19, 2012, approximately 82% of the
aggregate Remaining Principal Amount of the Loans appears to have
been tendered (and not validly withdrawn) in the concurrent offer
and approximately 64% of the aggregate Remaining Principal
Amount of the RCPI Debt appears to have been tendered (and not
validly withdrawn) in the concurrent offer, although such tenders
(other than tenders by the Core Creditors) remain revocable
until the expiration date for the concurrent offer, and all such
tenders remain subject to validation by Globe. The expiration date
for the concurrent offer to purchase the Loans and the RCPI Debt is
11:59 p.m., New York City time, on December 4, 2012.
Globe's obligation to accept any Notes for purchase is subject
to, among other conditions, (i) the "Minimum Tender Condition,"
which requires that at least 70% of the aggregate Remaining
Principal Amount of Notes be validly tendered (and not validly
withdrawn) in the tender offer, and (ii) the "Other Debt Offers
Condition," which requires that at least 70% of the aggregate
Remaining Principal Amount of the Loans be validly tendered (and
not validly withdrawn) in the concurrent offer and at least 70% of
the aggregate Remaining Principal Amount of the RCPI Debt be
validly tendered (and not validly withdrawn) in the concurrent
offer.
All other terms and conditions of the tender offer described in
the Amended and Restated Offer to Purchase and the related Letter
of Transmittal, each dated November 6,
2012, in each case as amended by this press release, remain
unchanged.
In accordance with the terms of the Amended and Restated Offer
to Purchase, holders may still tender their Notes at any time at or
prior to 11:59 p.m., New York City time, on December 18, 2012 (the "Original Expiration
Date") subject, at Globe's option, to extension or earlier
termination (such date and time, as the same may be extended or
earlier terminated, the "Expiration Date").
The "Settlement Date" will be promptly after the Expiration
Date. Payment of the Total Consideration or Tender Offer
Consideration, as applicable, will be made on the Settlement
Date. If the Original Expiration Date is extended, Globe
intends to accept for purchase and pay for all Notes validly
tendered (and not validly withdrawn) on or prior to the Original
Expiration Date, subject to the satisfaction or waiver of the
conditions to the tender offer, on a date (the "Initial Settlement
Date") promptly after the Original Expiration Date.
Notice to Investors
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to sell or
buy any securities. The tender offer is only being made pursuant to
the terms of the Amended and Restated Offer to Purchase and the
related Letter of Transmittal. The tender offer is not being made
to holders of Notes in any jurisdiction where such an offer would
be unlawful. For a complete statement of the terms and conditions
of the tender offer, holders of the Notes should refer to the
Amended and Restated Offer to Purchase, which has been sent to all
holders of record of the Notes.
Globe has retained Citigroup Global Markets Inc. to serve as
dealer manager (the "Dealer Manager") for the tender offer.
Questions concerning the terms of the tender offer should be
directed to the Dealer Manager at +1 (800) 558-3745 (U.S.
toll-free), +1 (212) 723-6108 (collect) and in Hong Kong at +852 2501-2961 (collect).
Holders of Notes may obtain copies of the Amended and Restated
Offer to Purchase and the related Letter of Transmittal from the
tender agent, Citibank N.A., London Branch (the "Tender Agent"), by
telephone at: +44 (0) 20 7508 3867 or by e-mail at:
exchange.gats@citi.com
None of Globe, the Issuer, the Dealer Manager, the Tender Agent,
the trustee under the indenture governing the Notes, or any other
party is making any recommendation as to whether or not holders of
the Notes should tender their Notes, and no one has been authorized
to make such a recommendation.
About Globe
Globe Telecom, Inc. is a corporation incorporated in the
Philippines. Globe has over 5,000 employees, and operates
mobile, fixed-line and broadband networks in the Philippines.
Globe and its affiliates have over 30 million mobile subscribers,
over 1.4 million broadband customers, and over 600,000 landline
subscribers. Globe is listed on the Philippines Stock
Exchange under the ticker GLO and had a market capitalization of
149.96 billion Philippine Pesos at
the end of 2011. The principal shareholders of Globe are the
Ayala Corporation and Singapore Telecom.
Forward-Looking Statements
This press release contains forward-looking statements that are,
by their nature, subject to significant risks and
uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "seek," "plan," "may," "will," "would," "could"
and similar expressions, are intended to identify a number of these
forward-looking statements. These forward-looking statements
are subject to risks, uncertainties and assumptions, some of which
are beyond our control. Because of these risks, uncertainties
and assumptions, the forward-looking events and circumstances
discussed in this press release and the Amended and Restated Offer
to Purchase might not occur in the way we expect, or at all.
Holders of Notes should not place undue reliance on any
forward-looking information. In addition, these
forward-looking statements reflect current views with respect to
future events and are not a guarantee of future performance.
Actual results may differ materially from information contained in
the forward-looking statements as a result of a number of factors,
including general economic, political and other conditions in
the Philippines, and the risk
factors discussed in the Amended and Restated Offer to Purchase as
well as other factors beyond our control. The information and
statements in this press release and the Amended and Restated Offer
to Purchase are made on the date hereof. We do not intend to
update or otherwise revise any forward-looking statements whether
as a result of new information, future events or otherwise, unless
such information is material within the purview of applicable laws,
the mandate of which is to enforce investor protection.
SOURCE Globe Telecom, Inc.