FOR IMMEDIATE RELEASE
OFFER TO PURCHASE FOR CASH
ANY AND ALL 2.875% SENIOR NOTES DUE 2025
The Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated
All documentation relating to the Offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, together with any updates, are available from the Information and Tender Agent, as set forth below, and will also be available via the Offer Website: https://www.dfkingltd.com/OI.
Timetable for the Offer
Date | Calendar Date and Time |
Commencement of the Offer | |
Withdrawal Date | |
Expiration Date | |
Guaranteed Delivery Date | |
Settlement Date | Expected to be the third business day after the Expiration Date and the first business day following the Guaranteed Delivery Date. The expected Settlement Date is |
TABLE I: NOTES SUBJECT TO THE OFFER
Title of Notes | ISINs/Common Codes | Principal Amount Outstanding | Total Consideration (1) |
2.875% Senior Notes due 2025 (the “Notes”) | ISINs: XS2079700261 / XS2077666316 Common Codes: 207970026 / 207766631 | €500,000,000 | €992.50 |
(1) Per €1,000 principal amount of Notes accepted for purchase in the Offer (exclusive of any accrued and unpaid interest, which will be paid in addition to the Total Consideration, as applicable, to, but not including, the Settlement Date).
Purpose of the Offer
The primary purpose of the Offer is to acquire up to all of the outstanding Notes. The Offer is being made in connection with OIEG’s proposed offering of new senior notes (the “New Notes Offering”) denominated in Euros (the “New Notes”). Statements in this release regarding the New Notes Offering shall not constitute an offer to sell or a solicitation of an offer to buy any securities. The Total Consideration for any and all of the Notes, the Accrued Coupon Payment (as defined below) and all related fees and expenses are expected to be funded by the concurrent New Notes Offering, together with cash on hand. The Offer is subject to the satisfaction of certain conditions as more fully described under the heading “Description of the Offer—Financing Condition” in the Offer to Purchase including, among other things, the Financing Condition (as defined below). Notes that are accepted in the Offer will be purchased, retired and cancelled by us and will no longer remain outstanding obligations of ours.
Details of the Offer
The Offer will expire at
For a Holder who holds Notes through Clearstream or
Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders who (i) validly tender Notes at or prior to the Expiration Date (and do not validly withdraw such Notes at or prior to the Withdrawal Date) or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the Expiration Date and validly tender their Notes at or prior to
The Total Consideration payable for each €1,000 principal amount of Notes that are validly tendered, and not validly withdrawn, and accepted for purchase will be equal to €992.50.
In addition to the Total Consideration, Holders whose Notes are accepted for purchase by us will be paid the accrued and unpaid interest on such Notes from the last interest payment date (which was
Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.
The Offer is subject to certain conditions, including, among other things, the Financing Condition, and certain customary conditions. Subject to applicable law and limitations described in the Offer to Purchase, we may waive any of the conditions in our sole discretion.
Our obligation to accept and pay for any Notes validly tendered and not validly withdrawn is conditioned on the successful completion, after the date hereof and prior to the Settlement Date of the New Notes Offering on terms and resulting in receipt of net proceeds satisfactory to us (the “Financing Condition”).
From time to time after the Expiration Date, we or our affiliates may acquire Notes that are not purchased in the Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions, satisfaction and discharge or otherwise, upon such terms and at such prices as we or our affiliates may determine or as may be provided for in the Indenture or other documents governing the Notes (which may be on terms more or less favorable from those contemplated in the Offer and, in either case, could be for cash or other consideration).
For further details on the procedures for tendering the Notes, please refer to the Offer to Purchase, including the procedures set out under the heading “Description of the Offer—Procedures for Tendering Notes” in the Offer to Purchase.
We have retained
We reserve the right, in our sole discretion, not to accept any Tender Instructions, not to purchase any Notes or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner, subject to applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer, as applicable.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Notes when such intermediary would require to receive instructions from a Holder in order for that the Holder to be able to participate in the Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.
Unless stated otherwise, announcements in connection with the Offer will be made available on our website at www.o-i.com. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants.
Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Offer. In addition, all documentation relating to the Offer to Purchase, together with any updates, will be available via the Offer Website: https://www.dfkingltd.com/OI.
DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer.
None of the Company, the Dealer Manager, the Trustee, the Transfer Agent, the Registrar, the Paying Agent, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Notes in the Offer.
None of the Company, the Dealer Manager, the Trustee, the Transfer Agent, the Registrar, the Paying Agent, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes, or the Offer contained in this announcement or in the Offer to Purchase. None of the Company, the Dealer Manager, the Trustee, the Transfer Agent, the Registrar, the Paying Agent, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Company, the Dealer Manager, the Trustee, the Transfer Agent, the Registrar, the Paying Agent, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or Notes which is material in the context of the Offer and which is not otherwise publicly available.
General
This announcement is for informational purposes only. Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, as applicable, constitutes an offer to sell or buy any of the New Notes pursuant to the New Notes Offering, a solicitation for acceptance of the Offer, or a notice of redemption under the indenture governing the Notes. This announcement is not an offer to purchase or a solicitation of an offer to purchase any other securities of the Company or any of its subsidiaries. The Offer is being made solely pursuant to the Offer to Purchase. The distribution of this announcement in certain jurisdictions may be restricted by law. The Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offer may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by us, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
In the
In any European Economic Area (EEA) Member State (the “Relevant State”), the Offer to Purchase is only addressed to and are only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (EU) 2017/1129 of the
Each Holder participating in the Offer will give certain representations in respect of the jurisdictions referred to above and generally as set out herein. Any tender of Notes pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
Forward-Looking Statements
This announcement may contain “forward-looking” statements as defined under
It is possible OI Glass’s future financial performance may differ from expectations due to a variety of factors including, but not limited to, the following: (1) the general political, economic and competitive conditions in markets and countries where OI Glass has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current
It is not possible to foresee or identify all such factors. Any forward-looking statements in this announcement are based on certain assumptions and analyses made by OI Glass in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While OI Glass continually reviews trends and uncertainties affecting OI Glass’s results of operations and financial condition, we and OI Glass do not assume any obligation to update or supplement any particular forward-looking statements contained in this announcement.
About
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Chris Manuel Vice President of Investor Relations 567-336-2600 Chris.Manuel@o-i.com
Source:
2024 GlobeNewswire, Inc., source