NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. today announced the commencement of two separate cash tender offers (each a “Tender Offer” and collectively the “Tender Offers”) to purchase any and all of Bombardier’s Floating Rate Senior Notes due 2013 (Common Code: 027397859 / ISIN: XS0273978592 (Reg. S) / Common Code: 027397891 / ISIN: XS0273978915 (144A)) (the “Floating Rate Notes”) and 8.00% Senior Notes due 2014 (CUSIP: C10602AK3 / ISIN: USC10602AK32 (Reg. S) / CUSIP: 097751AM3 / ISIN: US097751AM35 (144A)) (the “8.00% Notes” and, collectively with the Floating Rate Notes, the “Notes”). The tender offers are being made pursuant to an Offer to Purchase dated October 21, 2010 and, in respect of 8.00% Notes only, the related Letter of Transmittal.
Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal (in respect of 8.00% Notes only), Bombardier is offering to purchase for cash in two separate offers, any and all of its Floating Rate Notes and 8.00% Notes. Tenders of the Notes may be withdrawn at any time at or prior to 12:01 a.m., New York City time, on November 4, 2010, unless extended or earlier terminated (such date and time, as they may be extended, the “Withdrawal Date”), but may not be withdrawn thereafter. Each Tender Offer will expire at 12:01 a.m., New York City time, on November 19, 2010 unless extended or earlier terminated (such date and time with respect to a Tender Offer, as they may be extended with respect to such Tender Offer, the “Expiration Date”).
The Tender Offers are being undertaken to take advantage of current favourable conditions in the debt capital markets and to extend Bombardier’s debt maturity profile by refinancing a portion of Bombardier’s long-term debt due in 2013 and 2014 with longer maturity financing.
The consideration for each €1,000 principal amount of Floating Rate Notes and for each US$1,000 principal amount of 8.00% Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be the applicable consideration set forth in the table below under “Tender Offer Consideration.” Holders of Notes that are validly tendered at or prior to 12:01 a.m., New York City time, on November 4, 2010, unless extended or earlier terminated (such date and time with respect to a Tender Offer, as they may be extended with respect to such Tender Offer, the “Early Participation Date”) and accepted for purchase will receive the applicable Tender Offer Consideration plus the applicable Early Participation Amount, subject to the terms and conditions of the applicable Tender Offer. Holders of Notes tendered after the Early Participation Date but at or prior to the Expiration Date and accepted for purchase will receive the applicable Tender Offer Consideration, but not the applicable Early Participation Amount. In addition, all holders of Notes accepted for purchase in the Tender Offers will also receive accrued and unpaid interest on such purchased Notes from the last interest payment date up to, but not including, the applicable payment date.
|Title of Security||Floating Rate Senior Notes due 2013||8.00% Senior Notes due 2014|
|Common Code or CUSIP (Reg. S)||027397859||C10602AK3|
|ISIN (Reg. S)||XS0273978592||USC10602AK32|
|Common Code or CUSIP (144A)||027397891||097751AM3|
|Principal Amount Outstanding||€482,483,000||US$385,000,000|
|Tender Offer Consideration (1)||€1,000.00||US$1,040.00|
|Early Participation Amount (1)||€1.25||US$2.50|
|Total Consideration (1)(2)||€1,001.25||US$1,042.50|
(1) Per €1,000 or $1,000, as applicable, principal amount of Notes accepted for purchase.
(2) Includes the applicable Early Participation Amount.
Neither Tender Offer is conditioned on any minimum amount of Notes being tendered. However, Bombardier’s obligation to accept for purchase and to pay for the Notes in each Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Bombardier’s completion, on or prior to the Expiration Date, of a financing transaction, on terms reasonably satisfactory to Bombardier, pursuant to which Bombardier receives aggregate gross proceeds of no less than US$1.0 billion (or the equivalent in other currencies), exclusive of fees, expenses and discounts. Each Tender Offer is independent of and not conditioned upon the other Tender Offer, and each Tender Offer may be amended, extended or terminated individually. Following consummation of the Tender Offers, the Notes that are purchased in each Tender Offer will be retired and cancelled and no longer remain outstanding obligations.
It is anticipated that the Tender Offers will thus be financed by Bombardier’s offering of a new series of Euro-denominated senior notes in an aggregate principal amount equivalent to $1.0 billion, with maturities not extending beyond 2021, in a transaction that is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”).
In respect of each Tender Offer, provided that the conditions to such Tender Offer are satisfied, Bombardier anticipates that it will accept for purchase and pay for Notes validly tendered and not validly withdrawn in such Tender Offer at or prior to the Early Participation Date within three business days following the Early Participation Date (the “Early Acceptance Date”), and that it will accept for purchase and pay for Notes validly tendered after the Early Participation Date (but prior to the Expiration Date) and not validly withdrawn within three business days following the Expiration Date.
None of Bombardier or its board of directors, the dealer managers, the tender agent, depositary or information agents, or the trustees for the respective series of Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by us or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All of the Floating Rate Notes are held in book-entry form through a common depositary or its nominee for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, and all of the 8.00% Notes are held in book-entry form through the facilities of The Depository Trust Company (“DTC”). If you hold Notes through a broker, dealer, bank, trust company or other intermediary or nominee, you must contact such broker, dealer, bank, trust company or other intermediary or nominee if you wish to tender Notes in the applicable Tender Offer. You should check with such broker, dealer, bank, trust company or other intermediary or nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other intermediary or nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee will be earlier than the deadlines set forth herein.
Bombardier has retained Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. to serve as dealer managers, directly and through their respective affiliates, for the Tender Offers. Bombardier has retained Lucid Issuer Services Limited to act as the tender and information agent in respect of the Floating Rate Notes and i-Deal LLC to serve as the depositary and information agent in respect of the 8.00% Notes.
For additional information regarding the terms of the Tender Offer with respect to the Floating Rate Notes, please contact Deutsche Bank AG, London Branch at +44 20 7545 8011. Requests for a copy of the Offer to Purchase and questions regarding the tender of Floating Rate Notes may be directed to Lucid Issuer Services Limited at +44 20 7704 0880 or firstname.lastname@example.org.
For additional information regarding the terms of the Tender Offer with respect to the 8.00% Notes, please contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for a copy of the Offer to Purchase and the Letter of Transmittal relating to the 8.00% Notes, and questions regarding the tender of 8.00% Notes may be directed to i-Deal LLC at (888) 593-9546 (toll free) or (212) 849-5000 (banks and brokers) or email@example.com.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
The communication of this announcement and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or persons who are within Article 43(2) of the Order, or to any persons to whom it may otherwise lawfully be made under the Order.
The Tender Offers are not being, and will not be, made, directly or indirectly, in the Republic of Italy (“Italy”). The Tender Offers have not been, and will not be, submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) and/or the Bank of Italy pursuant to Italian laws and regulations. Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offers or the Notes may be distributed or made available in Italy.
The Tender Offers are not being made, directly or indirectly, to the public in the Kingdom of Belgium (“Belgium”). Neither this announcement nor any other documents or materials relating to the Tender Offers have been or will be notified to or submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the “Belgian Public Offer Law”), each as amended or replaced from time to time. Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither this announcement nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account.
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement nor any other documents or materials relating to the Tender Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are, subject to applicable law, eligible to participate in the Tender Offers. This Offer to Purchase has not been and will not be notified to, or submitted to the clearance procedures of, France’s Autorité des Marchés Financiers.
Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information with regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
A world-leading manufacturer of innovative transportation solutions, from commercial aircraft and business jets to rail transportation equipment, systems and services, Bombardier Inc. is a global corporation headquartered in Canada. Its revenues for the fiscal year ended Jan. 31, 2010, were $19.4 billion, and its shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listed as an index component to the Dow Jones Sustainability World and North America indexes.
Senior Director, Investor Relations