LINCOLNSHIRE, Ill.,
April 16, 2012 /PRNewswire/
-- ACCO Brands Corporation (NYSE:ABD), a world leader in
branded office products, announced today that it has commenced a
cash tender offer to purchase any and all of its outstanding
$425.1 million aggregate
principal amount of 10.625% senior secured notes due 2015 (CUSIP
No. 00081TAD0) (the "Senior Notes"). In conjunction with
the tender offer, ACCO Brands also is soliciting consents to
proposed amendments to the indenture governing the Senior
Notes. The tender offer and consent solicitation are being
made pursuant to the Offer to Purchase and Consent Solicitation
Statement dated April 16, 2012 and a related Consent and
Letter of Transmittal. The tender offer will expire at
11:59 p.m., New York City time, on May 11, 2012,
unless extended or earlier terminated by ACCO Brands in its sole
discretion (the "Expiration Time").
The tender offer and consent solicitation are being conducted in
connection with the pending acquisition by ACCO Brands of the
Consumer and Office Products business of MeadWestvaco Corporation
(the "Merger"). ACCO Brands recently announced that it had
entered into a new $1,020 million
senior secured credit facility on March 26,
2012 (the "New Credit Facility") pursuant to which it
proposes to refinance a substantial portion of its currently
outstanding indebtedness, including the Senior Notes.
Holders who validly tender their Senior Notes and provide their
consents to the proposed amendments to the indenture governing the
Senior Notes prior to the consent payment deadline of 5:00 p.m., New York
City time, on April 24, 2012,
unless extended or earlier terminated by ACCO Brands in its sole
discretion (the "Consent Deadline"), will receive $1,090.45 per $1,000 principal amount of the Senior Notes
(which amount includes a consent payment of $10.00 per $1,000
principal amount of the Senior Notes), plus any accrued and unpaid
interest on the Senior Notes up to, but not including, the payment
date for the Senior Notes. A holder cannot deliver consent
without tendering its corresponding Senior Notes or tender its
Senior Notes without delivering a corresponding consent. The
primary purpose of the consent solicitation is to eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indenture
governing the Senior Notes and to release all liens on the
collateral securing the Senior Notes. Adoption of the
proposed amendments could have adverse consequences upon
non-tendering holders of the Senior Notes because Senior Notes that
remain outstanding after consummation of the tender offer will not
be entitled to the benefits of the restrictive covenants or the
event-of-default and related provisions of the indenture.
Holders who validly tender their Senior Notes after the Consent
Deadline, but on or prior to the Expiration Time, will receive
$1,080.45 per $1,000 principal amount of the Senior Notes, plus
any accrued and unpaid interest on the Senior Notes up to, but not
including, the final payment date for the Senior Notes.
Holders of Senior Notes tendered after the Consent Deadline will
not receive a consent payment.
Tendered Senior Notes may be withdrawn and the
related consents may be revoked prior to the Consent
Deadline, but not thereafter, and ACCO Brands may
extend the Consent Deadline without reinstating or extending
withdrawal rights unless required by applicable law.
Following the Consent Deadline, and upon receipt of requisite
consents, ACCO Brands will execute a supplemental indenture to
effect the proposed amendments.
The initial settlement date for the tender offer will be after
both the Consent Deadline and the satisfaction or waiver of the
conditions to consummation of the tender offer and the consent
solicitation described below, and is expected to occur on or about
Monday, April 30, 2012. The
final settlement date for the tender offer will be promptly after
the Expiration Time.
The tender offer and consent solicitation are conditioned upon
(i) receipt of funds under the New Credit Facility in an
amount sufficient to, among other things, purchase all outstanding
Notes; (ii) the execution and delivery of the
supplemental indenture to effect the proposed amendments, which
include a lien release; (iii) the closing of the Merger; and
(iv) certain general conditions. The exact terms and
conditions of the tender offer and consent solicitation are
specified in, and qualified in their entirety by, the Offer to
Purchase and Consent Solicitation Statement and related materials
that are being distributed to holders of the Senior Notes.
ACCO Brands has retained Barclays to serve as the Dealer Manager
and Solicitation Agent for the tender offer. Questions
regarding the tender offer may be directed to Barclays at (800)
438-3242 (toll-free) or (212) 528-7581 (collect). Requests
for documents may be directed to D.F.
King & Co., Inc., the Information Agent and Tender Agent
for the tender offer, and banks and brokers can call collect at
(212) 269-5550; all others can call toll-free at (800)
290-6427.
Neither ACCO Brands, nor any member of its Board of Directors,
nor the Dealer Manager nor the Information Agent and Tender Agent
is making any recommendation to holders of the Senior Notes as to
whether to tender or refrain from tendering their Senior Notes into
the tender offer. Holders must decide whether they will tender in
the offer and, if so, how many Senior Notes they will tender.
This press release is not an offer to purchase or a solicitation
of consents, which may be made only pursuant to the terms of the
Offer to Purchase and Consent Solicitation Statement and related
materials and in accordance with applicable securities laws.
About ACCO Brands Corporation
ACCO Brands Corporation is a world leader in branded office
products. Its industry-leading brands include Day-Timer®,
Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent,
Marbig and Wilson Jones®, among others. Under the GBC brand, the
company is also a leader in the professional print finishing
market.
Forward-Looking Statements
This press release contains certain statements which may
constitute "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and
uncertainties are made as of the date hereof, and ACCO Brands
assumes no obligation to update them. This release contains
forward-looking statements with respect to the cash tender offer
and the Merger, including but not limited to statements regarding
expectations as to the timing of certain events to occur as part of
the tender offer and the completion of the Merger, as well as other
statements relating to the tender offer and the Merger that are not
historical facts. Important factors could cause actual
results to differ materially from those indicated by such
forward-looking statements, including, but not limited to, risks
associated with ACCO Brands' ability to satisfy the conditions of
the tender offer and the length of time that may be necessary to
consummate the tender offer, as well as risks associated generally
with the transactions contemplated by the proposed Merger, which
are discussed more fully in the proxy statement/prospectus included
in the registration statement on Form S-4 that ACCO Brands filed
with the United States Securities and Exchange Commission ("SEC")
on March 22, 2012 (the "Registration
Statement") in connection with the proposed Merger.
Additional Information
In connection with the proposed Merger, the Registration
Statement has been declared effective by the SEC. This Registration
Statement includes a proxy statement/prospectus of ACCO Brands that
has been mailed to the shareholders of ACCO Brands. Shareholders
are urged to read the proxy statement/prospectus and any other
relevant documents, because they contain important information
about ACCO Brands and the Merger. The proxy
statement/prospectus and other documents relating to the Merger can
be obtained free of charge from the SEC's website at www.sec.gov.
The proxy statement/prospectus and other documents can also be
obtained free of charge from ACCO Brands upon written request to
ACCO Brands Corporation, Investor Relations, 300 Tower Parkway,
Lincolnshire, Illinois 60069, or
by calling (847) 484-3020.
This communication is not a solicitation of a proxy from any
security holder of ACCO Brands. However, ACCO Brands and certain of
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in
connection with the proposed Merger under the rules of the
SEC. Information about the directors and executive officers
of ACCO Brands may be found in its 2011 Annual Report on Form 10-K
filed with the SEC on February 23,
2012, as amended, and its definitive proxy statement
relating to its 2012 Annual Meeting of Shareholders filed with the
SEC on March 30, 2012.
SOURCE ACCO Brands Corporation