Sanmina-SCI Announces Early Results and the Pricing Terms in Connection With Its Previously Announced Tender Offer
February 14 2006 - 8:30AM
PR Newswire (US)
SAN JOSE, Calif., Feb. 14 /PRNewswire-FirstCall/ -- Sanmina-SCI
Corporation (NASDAQ:SANM) (the "Company") announced today the
pricing terms of its previously announced tender offer and consent
solicitation (the "Offer") for its 10.375% Senior Secured Notes due
2010 (CUSIP Nos. 800907AF4 and 800907AE7) (the "Notes") pursuant to
the Offer to Purchase and Consent Solicitation Statement dated
January 31, 2006 (the "Offer to Purchase"). In addition, the
Company announced today that as of 5:00 p.m., New York City time,
on February 13, 2006 (the "Consent Payment Deadline"), which was
the deadline for holders to tender their Notes in order to receive
the consent payment in connection with the Offer, it had received
tenders and consents from holders of approximately $721.5 million
in aggregate principal amount of the Notes, representing
approximately 96.2% of the outstanding Notes. The total
consideration for each $1,000 principal amount of Notes validly
tendered and not withdrawn prior to the Consent Payment Deadline is
$1,094.52, which includes a consent payment of $30.00 per $1,000
principal amount of Notes. The total consideration was determined
by reference to a fixed spread of 50 basis points over the yield of
the 3% U.S. Treasury Note due December 31, 2006, which was
calculated at 2:00 p.m., New York City time, on February 13, 2006.
The reference yield and tender offer yield are 4.765% and 5.265%,
respectively. Holders whose Notes are validly tendered and not
withdrawn on or before the Consent Payment Deadline and are
accepted for purchase by the Company will receive accrued and
unpaid interest on the Notes up to, but not including, the initial
payment date for the Offer, which is expected to be on February 15,
2006. Holders whose Notes are validly tendered after the Consent
Payment Deadline, but on or prior to 5:00 p.m., New York City time,
on February 28, 2006 (the "Expiration Date") and accepted for
purchase by the Company will receive the tender offer consideration
of $1,064.52 per $1,000 principal amount of Notes tendered, but
will not receive the consent payment, and will receive accrued and
unpaid interest on the Notes up to, but not including, the final
payment date for the Offer, which is expected to be on or about
March 1, 2006. The supplemental indenture effecting the proposed
amendments to the indenture governing the Notes will be executed on
February 14, 2006. Adoption of the proposed amendments required the
consent of holders of at least a majority of the aggregate
principal amount of the outstanding Notes. The proposed amendments,
however, will become operative only when the validly tendered Notes
are accepted for purchase by the Company pursuant to the terms of
the Offer. In accordance with the terms of the Offer, tendered
Notes may no longer be withdrawn and delivered consents may not be
revoked, unless the Company makes a material change to the terms of
the Offer or is otherwise required by law to permit withdrawal or
revocation. The Offer remains open and is scheduled to expire on
the Expiration Date, unless extended or earlier terminated. The
tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the receipt of
sufficient financing to consummate the tender offer and consent
solicitation on terms satisfactory to the Company and certain other
customary conditions. The complete terms and conditions of the
tender offer and consent solicitation are described in the Offer to
Purchase, copies of which may be obtained by contacting D. F. King
and Co., Inc., the depositary and information agent for the Offer,
at 212-269-5550 (collect) or 800-659-5550 (U.S. toll-free). The
Company has engaged Banc of America Securities LLC to act as the
exclusive dealer manager and solicitation agent in connection with
the Offer. Questions regarding the Offer may be directed to Banc of
America Securities LLC, High Yield Special Products, at
888-292-0070 (US toll-free) and 704-388-9217 (collect). This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any Securities, nor shall there be any sale of any
Securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This announcement is also not an offer to purchase, a solicitation
of an offer to purchase or a solicitation of consents with respect
to any securities. The tender offer and consent solicitation are
being made solely by the Offer to Purchase and Consent Solicitation
Statement dated January 31, 2006. SANMF FCMN Contact:
paige.bombino@sanmina-sci.com DATASOURCE: Sanmina-SCI Corporation
CONTACT: Paige Bombino, Investor Relations of Sanmina-SCI,
+1-408-964-3610 Web site: http://www.sanmina-sci.com/
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