NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO,
OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE
SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
May 5, 2022
Amsterdam, The Netherlands – Koninklijke
Philips N.V. (“Royal Philips” or the
“Company”) today announces the pricing terms of
its previously announced tender offer (the
“Offer”) to purchase for cash any and all of its
outstanding 71/8% Series A Debentures due 2025 (the “2025
Series A Notes”), 73/4% Series B Debentures due 2025 (the
“2025 Series B Notes”) and 7.200% Notes due 2026
(the “2026 Notes” and, together with the 2025
Series A Notes and the 2025 Series B Notes, the
“Notes”). The Offer is being made in accordance
with the terms and subject to the conditions set forth in the Offer
to Purchase, dated April 28, 2022 (the “Offer to
Purchase”) and the related Notice of Guaranteed
Delivery.
The final deadline for holders to tender Notes to be eligible to
receive the applicable Consideration (as defined below) is 5:00
p.m., New York City time, on May 5, 2022, unless extended with
respect to any or all series of Notes (the “Expiration
Time”). Holders of Notes validly tendered and not validly
withdrawn at or before the Expiration Time and accepted for
purchase will receive the Consideration for such Notes. Tendered
Notes may be withdrawn at any time at or before 5:00 p.m., New York
City time, on May 5, 2022, unless extended with respect to any or
all series of Notes (such date and time, as the same may be
extended, the “Withdrawal Deadline”), but not
thereafter. Subject to applicable law, the Company expressly
reserves the right to terminate, in its sole discretion, the Offer
at any time at or before the Expiration Time.
Holders who tender their Notes pursuant to the Guaranteed
Delivery Procedures set out in the Offer to Purchase must ensure
that the Eligible Guarantor Institution (as defined in the Offer to
Purchase) will procure that DTC properly transmits an Agent’s
Message (as defined in the Offer to Purchase) (together with the
related book-entry delivery of the relevant Notes and any other
documents required) to the Tender and Information Agent by no later
than 5:00 p.m., New York City time) on May 9, 2022, the second
business day after the date of the Expiration Time (the
“Guaranteed Delivery Deadline”).
The applicable “Consideration” for Notes
accepted for purchase pursuant to the Offer has been determined as
described in the Offer to Purchase in a manner intended to result
in a yield to maturity, with reference to the Settlement Date (as
defined below), equal to the sum of the applicable fixed spread
specified in the table below (the “Fixed Spread”)
for such Notes and the yield based on the bid-side price of the
applicable U.S. Treasury Security specified in the table below (the
“Reference Yield”) for such Notes. The Reference
Yield for each series of Notes was determined at 10:00 a.m., New
York City time, today, May 5, 2022 (the “Price
Determination Time”). In addition to the applicable
Consideration, holders of Notes validly tendered and not validly
withdrawn at or before the Expiration Time and accepted for
purchase will also be paid accrued and unpaid interest from the
last interest payment date for such Notes to, but not including,
the Settlement Date (as defined below) (“Accrued
Interest”).
The applicable Consideration and Accrued Interest will be paid
on the settlement date (the “Settlement Date”),
which is expected to be May 10, 2022. The Company’s obligations to
accept for purchase, and to pay for, Notes validly tendered and not
validly withdrawn pursuant to the Offer is subject to, and
conditioned upon, the satisfaction of or, where available, the
Company’s waiver of, the conditions set forth in the Offer to
Purchase, including the successful completion (in the sole
discretion of the Company) of the New Euro Notes Issuance (the
“Financing Condition”). See “The Offer—Conditions
to the Offer—Financing Condition” in the Offer to Purchase for
further details.
The table below sets forth the Reference Yield, Fixed Spread and
the applicable Consideration for each series of Notes.
Title of Notes |
Security Identifier(s) |
Principal Amount Outstanding |
Reference U.S. Treasury Security |
Reference Yield |
Fixed Spread |
Consideration (1) |
71/8% Series A
Debentures due 2025 |
CUSIP:
718337AB4ISIN: US718337AB40 |
$84,169,000 |
2.625% U.S. Treasury due April 15, 2025 |
2.892% |
70 bps |
$1,100.06 |
73/4% Series B
Debentures due 2025 |
CUSIP:
718337AC2ISIN: US718337AC23 |
$63,285,000 |
2.625% U.S. Treasury due April 15, 2025 |
2.892% |
70 bps |
$1,117.76 |
7.200% Notes due
2026 |
CUSIP:
718337AE8ISIN: US718337AE88 |
$136,515,000 |
2.50% U.S. Treasury due March 31, 2027 |
3.002% |
75 bps |
$1,128.65 |
(1) Per $1,000 principal amount of Notes
accepted for purchase by the Company. |
This release is qualified in its entirety by the Offer to
Purchase and the related Notice of Guaranteed Delivery.
The Company has retained BofA Securities Europe SA and Mizuho
Securities USA LLC as Dealer Managers in connection with the Offer.
Kroll Issuer Services Limited is the Tender and Information Agent
(the “Tender and Information Agent”). For
additional information regarding the terms of the Offer, please
contact: BofA Securities by telephone at +1 (980) 387-3907 (US), +1
(888) 292-0070 (U.S. Toll Free) or +33 1 877 01057 (Europe) or by
email at DG.LM-EMEA@bofa.com or Mizuho Securities by telephone at
+1 212 205-7736 (Collect), +1 866 271-7403 (U.S. Toll Free) or +44
20 7090 6134 (In London) or by email at
LiabilityManagement@uk.mizuho-sc.com.
Any questions or requests for assistance or for additional
copies of the Offer to Purchase or the Notice of Guaranteed
Delivery and any amendments or supplements to the foregoing may be
directed to the Tender and Information Agent by telephone at +44 20
7704 0880 or by email at philips@is.kroll.com, or to any of the
Dealer Managers at their respective telephone numbers or email
addresses above. These documents regarding the Offer are also
available at https://deals.is.kroll.com/philips.
For further information, please contact:
Ben Zwirs Philips Global Press Office Tel.: +31 6 1521 3446
E-mail: ben.zwirs@philips.com
Derya Guzel Philips Investor Relations Tel.: +31 20 5977055
E-mail: derya.guzel@philips.com
About Royal Philips
Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health
technology company focused on improving people's health and
well-being, and enabling better outcomes across the health
continuum – from healthy living and prevention, to diagnosis,
treatment and home care. Philips leverages advanced technology and
deep clinical and consumer insights to deliver integrated
solutions. Headquartered in the Netherlands, the company is a
leader in diagnostic imaging, image-guided therapy, patient
monitoring and health informatics, as well as in consumer health
and home care. Philips generated 2021 sales of EUR 17.2 billion and
employs approximately 78,000 employees with sales and services in
more than 100 countries. News about Philips can be found at
www.philips.com/newscenter.
Forward-Looking Statements
This release contains certain “forward-looking statements” with
respect to the Company. Forward-looking statements can be
identified generally as those containing words such as
“anticipates”, “assumes”, “believes”, “estimates”, “expects”,
“should”, “will”, “will likely result”, “forecast”, “outlook”,
“projects”, “may” or similar expressions. By their nature,
forward-looking statements involve risk and uncertainty, because
they relate to events that depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by these forward-looking statements. These
factors include, but are not limited to: the Company’s ability to
gain leadership in health informatics in response to developments
in the health technology industry; the Company’s ability to
transform its business model to health technology solutions and
services; macroeconomic and geopolitical changes; the Company’s
integration of acquisitions and their delivery on business plans
and value creation expectations; securing and maintaining the
Company’s intellectual property rights, and unauthorized use of
third-party intellectual property rights; ability to meet
expectations with respect to ESG-related matters; failure of
products and services to meet quality or security standards,
adversely affecting patient safety and customer operations; breach
of cybersecurity; ability to execute and deliver on programs on
business transformation and IT system changes and continuity; the
effectiveness of the Company’s supply chain; attracting and
retaining personnel; COVID-19 and other pandemics; challenges to
drive operational excellence and speed in bringing innovations to
market; compliance with regulations and standards including
quality, product safety and (cyber) security; compliance with
business conduct rules and regulations; treasury and financing
risks; tax risks; and reliability of internal controls, financial
reporting and management process. As a result, the Company’s actual
future results may differ materially from the plans, goals and
expectations set forth in such forward-looking statements. In view
of such uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. The Company
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law. See “9.2 Risk
factors” in the Company’s Annual Report on Form 20-F for the year
ended December 31, 2021 for a discussion of certain risks relating
to the business of the Company.
Important Information
This release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Offer is being made only pursuant to the Offer to Purchase and
only in such jurisdictions as is permitted under applicable law.
The distribution of the Offer to Purchase in certain jurisdictions
may be restricted by law. Persons who come into possession of the
Offer to Purchase or any related documents are required by each of
the Company, the Dealer Managers and the Tender and Information
Agent to inform themselves about and to observe any such
restrictions.
The Offer to Purchase and the related Notice of Guaranteed
Delivery contain important information that holders are urged to
read carefully before making any decision with respect to the
Offer. None of the Company, its statutory board, executive
committee or supervisory board, the Tender and Information Agent,
any of the Dealer Managers or any trustee for the Notes is making
any recommendation as to whether holders should tender all or any
portion of their Notes in response to the Offer. Holders must make
their own decisions as to whether to tender, or refrain from
tendering, their Notes, and the principal amount of Notes to
tender, if any. Holders should consult their tax, accounting,
financial and legal advisers regarding the tax, accounting,
financial and legal consequences of participating or refraining
from participating in the Offer.
***
United Kingdom
The communication of the Offer to Purchase and any other
documents or materials relating to the Offer is not being made, and
such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. Accordingly, the Offer
to Purchase and such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of the Offer to Purchase and
such documents and/or materials as a financial promotion is only
being directed at and made to (i) those persons in the United
Kingdom falling within the definition of “investment
professionals” (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Financial Promotion
Order”)), (ii) those persons who are existing members or
creditors of the Company and other persons falling within Article
43(2) of the Financial Promotion Order, (iii) persons who are
outside the United Kingdom and (iv) any other persons to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as “relevant persons”). Any
person in the United Kingdom who is not a relevant person should
not act or rely on the Offer to Purchase or such documents and/or
materials or any of their content. Any investment or investment
activity to which the Offer to Purchase or such other documents or
materials relate is available only to and will be engaged in only
with relevant persons.
Belgium
Neither the Offer to Purchase nor any other documents or
materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and
Markets Authority (Autorité des services et marchés
financiers/Autoriteit voor financiële diensten en markten) and,
accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither the Offer to Purchase
nor any other documents or materials relating to the Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than a “qualified investor” (investisseur
qualifié/gekwalificeerde belegger) as defined in Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting for its own account. The Offer to
Purchase has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offer.
Accordingly, the information contained in the Offer to Purchase may
not be used for any other purpose or disclosed to any other person
in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. Neither the Offer to Purchase nor any other
documents or offering materials relating to the Offer, has been or
shall be distributed to the public in France and only (i) providers
of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, acting for their own account, all as defined in,
and in accordance with, Articles L.411-1, L.411-2, D.411-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et
financier, are eligible to participate in the Offer. The Offer to
Purchase has not been and will not be submitted for clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Offer, the Offer to Purchase or any other documents
or materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società
e la Borsa (“CONSOB”), pursuant to applicable
Italian laws and regulations.
The Offer is being carried out in Italy as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of February 24, 1998, as amended (the
“Financial Services Act”) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the “CONSOB Regulation”). The Offer is
also being carried out in compliance with article 35-bis, paragraph
7 of the CONSOB Regulation.
Holders or beneficial owners of the Notes located in Italy can
tender the Notes through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
The Netherlands
In the Netherlands, the Offer will not, directly or indirectly,
be made to, or for the account of, any person other than to
qualified investors as referred to in the Prospectus
Regulation. Neither the Offer to Purchase nor any other
documentation or material relating to the Offer has been or will
submitted to the Dutch Authority for Financial Markets (de
Autoriteit Financiële Markten, the “AFM”) for
approval. Therefore, neither the Offer to Purchase nor any
documentation or material relating to the Offer qualify as an
approved prospectus as meant in the Prospectus Regulation.
Accordingly, in the Netherlands, the Offer may not be made by way
of a public offer within the meaning of the Prospectus Regulation
and the Offer may not be promoted and is not being made to, any
person in the Netherlands (with the exception of “qualified
investors” within the meaning of the Prospectus
Regulation). The Offer to Purchase and any other documentation or
material relating to the Offer (including memoranda, information
circulars, brochures or similar documents) have not been forwarded
or made available to, and are not being forwarded or made available
to, directly or indirectly, any such person. With regard to the
Netherlands, the Offer to Purchase has been transmitted only for
personal use by the aforementioned qualified investors and only for
the purpose of the Offer. Accordingly, the information contained in
the Offer to Purchase may not be used for any other purpose or be
transmitted to any other person in the Netherlands.
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