NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. today announced that it had successfully priced its offering of €780 million aggregate principal amount of new Senior Notes. This issuance, which was effected primarily in Europe, is comprised of €780 million aggregate principal amount of Bombardier’s Senior Notes due May 15, 2021, which carry a coupon of 6.125% and will be sold at 99.0422% of par. Bombardier intends to use the net proceeds of this offering to finance the repurchase of any and all of its currently outstanding Floating Rate Senior Notes due 2013 and 8.00% Senior Notes due 2014 pursuant to two separate debt tender offers announced today (the “Tender Offers”).
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 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.
None of Bombardier or its board of directors, the dealer managers, the tender agent, depositary or information agents in respect of the Tender Offers mentioned herein, or the trustees for the respective series of notes subject of the Tender Offers makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their notes in the Tender Offers, 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.
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 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 pursuant to which the Tender Offers are being made (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 Forward-looking statements sections in the Management’s Discussion and Analysis (“MD&A”) of Bombardier’s annual report for fiscal year 2010.
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