SÃO PAULO, April 4, 2018 /PRNewswire/ -- Minerva Luxembourg S.A., with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 ("Minerva Luxembourg"), which is a wholly-owned subsidiary of Minerva S.A. ("Minerva"), today announced that HSBC Securities (USA) Inc. (the "Offeror") has extended the early tender date (the "Early Tender Date") for the Offeror's previously announced offer to purchase for cash (the "Tender Offer") any and all of Minerva Luxembourg's outstanding 8.750% Perpetual Notes (the "Notes"). Concurrently therewith, Minerva Luxembourg also commenced a solicitation (the "Consent Solicitation") of consents (the "Consents") from the holders of the Notes (the "Holders") for the adoption of certain amendments to the indenture governing the Notes (the "Proposed Amendments").
The Early Tender Date is now scheduled to expire at 11:59 p.m., New York City time, on April 16, 2018, unless further extended by the Offeror. Holders who validly tender their Notes and deliver Consents at or prior to the Early Tender Date will be eligible to receive the Total Consideration (as defined below) plus accrued and unpaid interest. Notes that have been validly tendered cannot be withdrawn and Consents delivered pursuant to the Consent Solicitation may not be revoked, except, in each case, as may be required by applicable law.
The terms and conditions of the Tender Offer and the Consent Solicitation, as well as the Proposed Amendments, remain unchanged and are described in the Offer to Purchase and Consent Solicitation Statement, dated March 19, 2018 (as it may be amended or supplemented, the "Offer to Purchase") and the related Letter of Transmittal and Consent (as it may be amended or supplemented, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). In addition, the expiration date for the Tender Offer and the Consent Solicitation remains unchanged and is scheduled to expire at 11:59 p.m., New York City time, on April 16, 2018, unless the Tender Offer is extended by the Offeror (such time and date, as the same may be extended, the "Expiration Date").
D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer and the Consent Solicitation (the "Tender Agent and Information Agent"), has advised the Offeror and Minerva Luxembourg that, as of 5:00 p.m., New York City time, on April 3, 2018 (the previously scheduled Early Tender Date), the aggregate principal amount of Notes set forth below was validly tendered and not validly withdrawn.
| Description of Notes |
CUSIP/ISIN |
Outstanding |
Aggregate Principal |
% Tendered |
| 8.750% Perpetual |
603374 AC3 / L6401P AD5
|
U.S.$300,000,000 |
U.S.$234,964,000 |
78.3% |
| US603374AC39 / USL6401PAD52 |
The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered and with respect to which Consents have been validly delivered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and the Consent Solicitation will be U.S.$1,055.00. The valid tender of the Notes by a Holder pursuant to the Tender Offer and the Consent Solicitation will be deemed to constitute a consent by such Holder to the Proposed Amendments; however, no separate consent fee is being paid to such consenting Holders.
Copies of the Offer Documents are available to Holders of Notes from the Tender Agent and Information Agent. Requests for copies of the Offer Documents should be directed to the Tender Agent and Information Agent at +1 (800) 714-3311 (toll free), +1 (212) 269-5550 (collect) or minerva@dfking.com.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), HSBC Securities (USA) Inc. ("HSBC"), Itau BBA USA Securities, Inc. ("Itaú"), Banco Bradesco BBI S.A. ("Bradesco BBI") and Banco BTG Pactual S.A.—Cayman Branch ("BTG") have been engaged to act as dealer managers and solicitation agents in connection with the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Merrill Lynch, HSBC, Itaú, Bradesco BBI or BTG at their respective telephone numbers set forth on the back cover of each of the Offer Documents.
Each of the Offeror and Minerva Luxembourg reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of Consents, respectively, for any reason. The Offeror is making the Tender Offer, and Minerva Luxembourg is making the Consent Solicitation, only in those jurisdictions where it is legal to do so.
Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of Notes or Consents. The Tender Offer and the Consent Solicitation are being made solely by the Offeror and Minerva Luxembourg, respectively, pursuant to the Offer Documents. The Tender Offer and the Consent Solicitation are not being made to, nor will the Offeror accept tenders of Notes or Minerva Luxembourg accept deliveries of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Minerva S.A.
Media Contact: Fernando Galletti de Queiroz
Phone: + 55 11 3074 2444
Fax: + 55 11 3074 2437
Email: fernando.queiroz@minervafoods.com
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including statements regarding the terms of the Tender Offer, the Consent Solicitation and the Proposed Amendments to the indenture governing the Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva, the business of Minerva and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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