CHC Helicopter Corporation Announces Amendment of Its Cash Tender Offer and Related Consent Solicitation for All of Its Outstand
18 Juni 2008 - 3:26AM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
today announced that it has amended its previously announced cash
tender offer (as amended hereby, the "Offer") for all of its
outstanding 7 3/8% Senior Subordinated Notes due 2014 (CUSIP No.
12541CAF1) (the "Notes") and the related consent solicitation (as
amended hereby, the "Consent Solicitation").
CHC announced that it has increased the total consideration for
each $1,000 principal amount of Notes validly tendered and not
validly withdrawn pursuant to the Offer to $1,040 (the "Total
Consideration"). The Total Consideration includes a consent payment
of $5 per $1,000 principal amount of Notes purchased (the "Consent
Payment"). Holders must validly tender and not validly withdraw
Notes on or prior to the Amended Consent Payment Deadline (as
defined below) in order to be eligible to receive the Total
Consideration (including the Consent Payment) for such Notes
purchased in the Offer. Holders who validly tender their Notes
after the Amended Consent Payment Deadline and on or prior to
Amended Expiration Date (as defined below), will be eligible to
receive an amount, paid in cash, equal to $1,035 per $1,000
principal amount of Notes, representing the Total Consideration
less the $5 Consent Payment (the "Tender Offer Consideration").
Holders whose Notes are accepted for payment in the Offer will
receive accrued and unpaid interest in respect of such purchased
Notes from the last interest payment date to, but not including,
the payment date for Notes purchased in the Offer.
CHC has amended the expiration date and consent payment deadline
for the Offer and the Consent Solicitation. The Offer as amended
will now expire at midnight, New York City time, on July 9, 2008,
unless further extended or earlier terminated by CHC (the "Amended
Expiration Date"). Holders who wish to receive the Total
Consideration for the Notes must validly tender and not validly
withdraw their Notes on or prior to 5:00 p.m., New York City time,
on June 24, 2008, unless further extended or earlier terminated
(the "Amended Consent Payment Deadline").
Except as described in this press release, the other terms of
the Offer and Consent solicitation as set forth in CHC's Offer to
Purchase and Consent Solicitation Statement dated May 27, 2008 (the
"Offer to Purchase") and the Consent and Letter of Transmittal (the
"Letter of Transmittal") remain unchanged.
As of June 17, 2008, approximately $118 million principal amount
of the Notes had been validly tendered and not withdrawn pursuant
to the Offer. Holders who have previously tendered their Notes do
not need to take any further action in order to be eligible to
receive the increased Total Consideration offered in the Offer.
The Offer and the Consent Solicitation are being made in
connection with a previously announced arrangement agreement that
provides for the acquisition of all of CHC's outstanding Class A
Subordinate Voting Shares and Class B Multiple Voting Shares by
6922767 Canada Inc., an affiliate of a fund managed by First
Reserve Corporation (such transaction referred to herein as the
"Arrangement"). The completion of the Offer and the receipt of the
requisite Consents are not conditions to completion of the
Arrangement or the financing thereof.
The Offer and the Consent Solicitation are subject to the
satisfaction or waiver of certain conditions, including receipt of
Consents sufficient to approve the proposed amendments and the
closing of the Arrangement having occurred, or such Arrangement
occurring substantially concurrent with the Amended Expiration
Date. The Offer to Purchase contains important information which
should be read carefully before any decision is made with respect
to the Offer.
CHC has retained Morgan Stanley & Co. Incorporated to act as
Dealer Manager and Solicitation Agent in connection with the Offer
and the Consent Solicitation. Morgan Stanley & Co. Incorporated
may perform the services contemplated by the Offer and the
Solicitation in conjunction with its affiliates (including, without
limitation, its affiliates incorporated under the federal laws of
Canada). Persons with questions regarding the Offer or the Consent
Solicitation should contact Morgan Stanley & Co. Incorporated
at (800) 624-1808 (toll-free) or (212) 761-1941 (collect). Persons
residing or incorporated in Canada should contact Morgan Stanley
Canada Limited at (416) 943-8417. The Offer to Purchase and other
documents relating to the Offer and the Consent Solicitation are
expected to be distributed to holders of the Notes beginning today.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212)
269-5550 (banks and brokers, call collect) or (888) 869-7406 (all
others, call toll-free).
This release is for informational purposes only and is neither
an offer to purchase, a solicitation of an offer to sell the Notes
nor a recommendation regarding the Offer and/or Consent
Solicitation. Holders should seek legal advice from an independent
financial advisor as to the suitability of the transactions
described herein for the individual concerned. The Offer and the
Consent Solicitation are not being made to holders of the 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 and the Consent Solicitation to
be made by a licensed broker or dealer, the Offer and the Consent
Solicitation will be deemed to be made on behalf of CHC by the
Dealer Manager and Solicitation Agent, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements. While these statements represent CHC's best current
judgment, the actual results could differ materially from the
conclusion, forecast or projection contained in the forward-looking
information. Certain material factors or assumptions were applied
in making the forward-looking statements. Such factors include, but
are not limited to, the following: the risk that the Arrangement
and the related financing are not completed on the terms
contemplated (if at all), exchange rate fluctuations, inherent
risk, trade credit risk, industry exposure, inflation, contract
loss, inability to maintain government issued licenses, inability
to obtain necessary aircraft or insurance, competition, political,
economic and regulatory uncertainty, loss of key personnel, pension
risk, work stoppages due to labor disputes, international
uncertainty and impact of any future material acquisitions, all as
further detailed in CHC's Annual Report on Form 20-F/A, in CHC's
management information circular furnished to the U.S. Securities
and Exchange Commission by CHC on Form 6-K on April 4, 2008 and in
other filings with the U.S. Securities and Exchange Commission and
Canadian securities regulators. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual outcomes may vary materially from those
indicated. CHC disclaims any intentions or obligations to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws.
About CHC
CHC is one of the world's largest provider of helicopter
services to the global offshore oil and gas industry, with aircraft
operating in more than 30 countries worldwide.
Contacts: CHC Helicopter Corporation Sylvain Allard President
and Chief Executive Officer (604) 279-2455 or (604) 307-8646 Email:
sallard@chc.ca CHC Helicopter Corporation Rick Davis Senior Vice
President and Chief Financial Officer (604) 279-2471 or (778)
999-0314 Email: rdavis@chc.ca Website: www.chc.ca
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