NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. today announced the following results in connection with its two previously announced cash tender offers (each a “Tender Offer” and collectively the “Tender Offers”) for 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”), which expired at 12:01 a.m., New York City Time, on November 19, 2010 (such date and time with respect to each Tender Offer, the “Expiration Date”).
The tender and information agent for the Floating Rate Notes under the Tender Offer for such Notes has advised Bombardier that €2,622,000 aggregate principal amount of the Floating Rate Notes had been validly tendered and not withdrawn pursuant to the Tender Offer for such Notes at or prior to the Expiration Date that had not been previously accepted on November 4, 2010 (such date with respect to each Tender Offer, the “Early Acceptance Date”), and the depositary and information agent for the 8.00% Notes under the Tender Offer for such Notes has advised Bombardier that US$5,580,000 aggregate principal amount of the 8.00% Notes had been validly tendered and not withdrawn pursuant to the Tender Offer for such Notes at or prior to the Expiration Date that had not been previously accepted on the Early Acceptance Date.
In addition to Bombardier’s early acceptance and purchase of €251,954,000 aggregate principal amount of Floating Rate Notes and US$144,600,000 aggregate principal amount of 8.00% Notes as announced on November 4, 2010, Bombardier today accepted for purchase (i) €2,622,000 aggregate principal amount of Floating Rate Notes, at a purchase price of €1,000 for each €1,000 principal amount of Floating Rate Notes validly tendered after 12:01 a.m., New York City time, on November 4, 2010 (such date and time with respect to each Tender Offer, the “Early Participation Date”) but at or prior to the Expiration Date and not withdrawn and accepted for purchase, and (ii) US$5,580,000 aggregate principal amount of 8.00% Notes, at a purchase price of US$1,040 for each US$1,000 principal amount of 8.00% Notes validly tendered after the Early Participation Date but at or prior to the Expiration Date and not withdrawn and accepted for purchase. In addition, all holders of Notes accepted for purchase in a Tender Offer will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the payment date. Bombardier intends to settle payment for the Notes accepted for purchase on the date hereof.
In accordance with the terms of the Tender Offers set forth in Bombardier’s Offer to Purchase dated October 21, 2010 (the “Offer to Purchase”), all Notes validly tendered at or prior to the Expiration Date and not validly withdrawn have been accepted for purchase pursuant to the Tender Offers.
Approximately €227,907,000 aggregate principal amount of Floating Rate Notes and US$234,820,000 aggregate principal amount of 8.00% Notes will remain outstanding following consummation of the purchase of the Notes accepted under the Tender Offers. As announced on November 2, 2010, Bombardier intends to redeem, on December 2, 2010, all of the Notes not validly tendered and accepted in the Tender Offers at a price equal to par of the Floating Rate Notes and 104.0% of the principal amount of the 8.00% Notes, plus, in each case, applicable accrued and unpaid interest, in each case pursuant to the terms of the respective indenture governing each such series of 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 sell or the solicitation of an offer to sell or buy 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 United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to a U.S. person 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, may not be offered or sold in Canada except 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 January 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