Owens-Illinois, Inc. Commences Tender Offer and Consent Solicitation for Owens-Illinois, Inc.'s 7.15% Senior Notes due 2005
November 15 2004 - 5:00PM
PR Newswire (US)
Owens-Illinois, Inc. Commences Tender Offer and Consent
Solicitation for Owens-Illinois, Inc.'s 7.15% Senior Notes due 2005
BSN Glasspack S.A. Commences Tender Offer and Consent Solicitation
for BSN Financing Co. S.A.'s 10-1/4% Senior Subordinated Notes Due
2009 and BSN Glasspack Obligation S.A.'s 9-1/4% Senior Subordinated
Notes Due 2009 TOLEDO, Ohio, Nov. 15 /PRNewswire-FirstCall/ --
Owens-Illinois, Inc. (NYSE:OI) ("Owens-Illinois") announced today
that it commenced a cash tender offer for any and all of its
outstanding 7.15% Senior Notes due 2005 (the "7.15% Notes") in the
aggregate principal amount of $350 million (the "Owens- Illinois
Offer") and that BSN Glasspack S.A., an indirect wholly-owned
subsidiary of Owens-Illinois ("BSN"), commenced a cash tender offer
for any and all of the approximately 140 million euros of
outstanding 10-1/4% Senior Subordinated Notes due 2009 of BSN
Financing Co. S.A. (the "10-1/4% Notes") and any and all of the
approximately 160 million euros of outstanding 9-1/4% Senior
Subordinated Notes due 2009 of BSN Glasspack Obligation S.A. (the
"9-1/4% Notes") (collectively, the "BSN Offers"). In connection
with the Owens-Illinois Offer and BSN Offers, Owens-Illinois and
BSN are soliciting respective holders to consent to proposed
amendments to the indentures governing the respective notes, which
will eliminate certain covenants and events of default. Holders
tendering their notes will be required to consent to the proposed
amendments. Holders may not tender their notes without delivering
consents or deliver consents without tendering their notes. The
Owens-Illinois Offer will expire at 12:01 a.m., New York City time,
on Tuesday, December 14, 2004, unless extended or earlier
terminated (the "Owens- Illinois Offer Expiration Time"). Holders
who validly tender their 7.15% Notes and validly deliver their
consents prior to the Owens-Illinois Offer Expiration Time will be
entitled to receive $1,003.55, payable in cash, for each $1,000 of
7.15% Notes accepted for payment. Holders who validly tender their
7.15% Notes and validly deliver their consents prior to 5:00 p.m.,
New York City time, on Monday, November 29, 2004, unless extended
or earlier terminated, will be entitled to receive $1,018.55,
payable in cash, for each $1,000 principal amount of 7.15% Notes
accepted for payment, which amount includes a consent payment of
$15.00 per $1,000 of 7.15% Notes accepted for payment. All holders
tendering before the Owens-Illinois Offer Expiration Time will be
paid accrued and unpaid interest on the principal amount tendered
to, but excluding, the date such notes are accepted for payment.
The terms and conditions of the Owens-Illinois Offer, including
Owens- Illinois' obligation to accept the 7.15% Notes tendered and
pay the purchase price therefore, are set forth in Owens-Illinois'
Offer to Purchase and Consent Solicitation Statement dated November
15, 2004. Owens-Illinois may amend, extend or, subject to certain
conditions, terminate the Owens-Illinois Offer. The BSN Offers will
expire at 9:00 a.m., London time, on Tuesday, December 14, 2004,
unless extended or earlier terminated (the "BSN Offer Expiration
Time"). Holders who validly tender their 10-1/4% Notes and validly
deliver their consents prior to the BSN Offer Expiration Time will
be entitled to receive 1,033.75 euros payable in cash, for each
1,000 euros principal amount of 10-1/4% Notes accepted for payment.
Holders who validly tender their 10-1/4% Notes prior to 5:00 p.m.,
London time, on Monday, November 29, 2004, unless extended or
earlier terminated, will be entitled to receive 1,053.75 euros,
payable in cash, for each 1,000 euros principal amount of 10-1/4%
Notes accepted for payment. Holders who validly tender their 9-1/4%
Notes and validly deliver their consents prior to the BSN Offer
Expiration Time will be entitled to receive 1,125.90 euros, payable
in cash, for each 1,000 euros principal amount of 9-1/4% Notes
accepted for payment. Holders who validly tender their 9-1/4% Notes
prior to 5:00 p.m., London time, on Monday, November 29, 2004,
unless extended or earlier terminated, will be entitled to receive
1,145.90 euros, payable in cash, for each 1,000 euros principal
amount of 9-1/4% Notes accepted for payment. All holders tendering
before the BSN Offer Expiration Time will be paid accrued and
unpaid interest on the principal amount tendered to, but excluding,
the date such notes are accepted for payment. The BSN Offers are
not being made, directly or indirectly, in or into the Republic of
Italy. The terms and conditions of the BSN Offers, including BSN's
obligation to accept the 10-1/4% Notes and the 9-1/4% Notes
tendered and pay the purchase price therefore, are set forth in
BSN's Offer to Purchase and Consent Solicitation Statement dated
November 15, 2004. BSN may amend, extend or, subject to certain
conditions, terminate the BSN Offers. Owens-Illinois has retained
Goldman, Sachs & Co. and BNP Paribas Securities Corp. as the
Dealer Managers in connection with the Owens-Illinois Offer and the
BSN Offers and has retained Global Bondholder Services Corporation
as information agent and tender agent in connection with the
Owens-Illinois Offer. Questions regarding the Owens-Illinois Offer
or the BSN Offers and requests for documents may be directed to
Goldman, Sachs & Co. at (212) 357-5680 or toll free at (877)
686-5059 or Goldman Sachs International at +44 (0) 20 7774 0923 or
to BNP Paribas Securities Corp. at (212) 841-3059 or BNP Paribas at
+44 (0) 20 7595 8014. Questions regarding the Owens- Illinois Offer
and requests for documents can also be directed to Global
Bondholder Services Corporation toll free at (866) 795-2200 Attn:
Corporate Actions. This press release shall not constitute an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of consents with respect to any securities. Any such
offer or solicitation will be made only by means of the
Owens-Illinois Offer to Purchase and Consent Solicitation Statement
dated November 15, 2004 and the BSN Offer to Purchase and Consent
Solicitation Statement dated November 15, 2004. This news release
contains "forward looking" statements within the meaning of Section
21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933. Any forward looking statements in this news
release are based on certain assumptions and expectations made by
Owens-Illinois in light of its experience and expectations with
respect to future developments and other factors it believes are
appropriate in the circumstances. Forward looking statements are
not a guarantee of future events and actual results or developments
may differ materially from expectations. NOTE-TO-EDITORS: Copies of
Owens-Illinois news releases are available at the Owens-Illinois
web site at http://www.o-i.com ; or at http://www.prnewswire.com .
DATASOURCE: Owens-Illinois CONTACT: Sara Theis of Owens-Illinois,
+1-419-247-1297 Web site: http://www.o-i.com/
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