O-I Glass, Inc. (NYSE: OI) ( “OI Glass”), announced today
that OI European Group B.V. (“OIEG”, the “Company,” “we,” “us” and
“our”), has commenced its offer (the “Offer”) to purchase for cash
any and all of the outstanding securities of the Company listed in
Table I below (the “Notes”). As of May 16, 2024, €500 million
aggregate principal amount of the Notes were outstanding.
The Offer is made upon the terms and subject to
the conditions set forth in the offer to purchase, dated May 16,
2024 (as may be amended or supplemented from time to time, the
“Offer to Purchase”), and its accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery” and, together with
the Offer to Purchase, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offer to Purchase.
All documentation relating to the Offer,
including the Offer to Purchase and the Notice of Guaranteed
Delivery, together with any updates, are available from the
Information and Tender Agent, as set forth below, and will also be
available via the Offer Website: https://www.dfkingltd.com/OI.
Timetable for the Offer
Date |
Calendar Date and Time |
Commencement of the Offer |
May 16, 2024. |
Withdrawal Date |
5:00 p.m. (New York City time) on May 23, 2024, unless
extended. |
Expiration Date |
5:00 p.m. (New York City time) on May 23, 2024, unless
extended. |
Guaranteed Delivery Date |
5:00 p.m. (New York City time) on the second business day after the
Expiration Date, expected to be on May 28, 2024, unless
extended. |
Settlement Date |
Expected to be the third business day after the Expiration Date and
the first business day following the Guaranteed Delivery Date. The
expected Settlement Date is May 29, 2024, unless extended. |
TABLE I: NOTES SUBJECT TO THE OFFER
Title of Notes |
ISINs/Common Codes |
Principal Amount Outstanding |
Total Consideration (1) |
2.875% Senior Notes due 2025(the
“Notes”) |
ISINs: XS2079700261 / XS2077666316Common Codes: 207970026 /
207766631 |
€500,000,000 |
€992.50 |
(1) Per €1,000
principal amount of Notes accepted for purchase in the Offer
(exclusive of any accrued and unpaid interest, which will be paid
in addition to the Total Consideration, as applicable, to, but not
including, the Settlement Date).
Purpose of the Offer
The primary purpose of the Offer is to acquire
up to all of the outstanding Notes. The Offer is being made in
connection with OIEG’s proposed offering of new senior notes (the
“New Notes Offering”) denominated in Euros (the “New Notes”).
Statements in this release regarding the New Notes Offering shall
not constitute an offer to sell or a solicitation of an offer to
buy any securities. The Total Consideration for any and all of the
Notes, the Accrued Coupon Payment (as defined below) and all
related fees and expenses are expected to be funded by the
concurrent New Notes Offering, together with cash on hand. The
Offer is subject to the satisfaction of certain conditions as more
fully described under the heading “Description of the
Offer—Financing Condition” in the Offer to Purchase including,
among other things, the Financing Condition (as defined below).
Notes that are accepted in the Offer will be purchased, retired and
cancelled by us and will no longer remain outstanding obligations
of ours.
Details of the Offer
The Offer will expire at 5:00 p.m. (New York
City time) on May 23, 2024 (as the same may be extended, the
“Expiration Date”). Tendered Notes may be withdrawn at any time
prior to 5:00 p.m. (New York City time), on May 23, 2024 with
respect to the Offer (as the same may be extended, the “Withdrawal
Date”), but not thereafter, except as required by applicable law as
described in the Offer to Purchase. The Offer is not conditioned on
any minimum amount of Notes being tendered.
For a Holder who holds Notes through Clearstream
or Euroclear to validly tender Notes pursuant to the Offer, such
Holder must tender such Notes by the submission of valid Tender
Instructions in accordance with the procedures described in the
Offer to Purchase and of such Clearing System, as applicable. There
is no letter of transmittal for the Offer to Purchase.
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, Holders who (i) validly tender
Notes at or prior to the Expiration Date (and do not validly
withdraw such Notes at or prior to the Withdrawal Date) or (ii)
deliver a properly completed and duly executed Notice of Guaranteed
Delivery and all other required documents at or prior to the
Expiration Date and validly tender their Notes at or prior to 5:00
p.m. (New York City time) on May 28, 2024 pursuant to the
Guaranteed Delivery Procedures, and, in each case, whose Notes are
accepted for purchase by us, will receive the applicable Total
Consideration for each €1,000 principal amount of Notes, which will
be payable in cash. We will accept and pay for all validly tendered
and not validly withdrawn Notes that are accepted for purchase by
us.
The Total Consideration payable for each €1,000
principal amount of Notes that are validly tendered, and not
validly withdrawn, and accepted for purchase will be equal to
€992.50.
In addition to the Total Consideration, Holders
whose Notes are accepted for purchase by us will be paid the
accrued and unpaid interest on such Notes from the last interest
payment date (which was February 15, 2024) up to, but not
including, the Settlement Date for the Offer, which is expected to
be May 29, 2024 (the “Accrued Coupon Payment”).
Interest will cease to accrue on the Settlement
Date for all Notes accepted in the Offers, including those tendered
through the Guaranteed Delivery Procedures.
The Offer is subject to certain conditions,
including, among other things, the Financing Condition, and certain
customary conditions. Subject to applicable law and limitations
described in the Offer to Purchase, we may waive any of the
conditions in our sole discretion.
Our obligation to accept and pay for any Notes
validly tendered and not validly withdrawn is conditioned on the
successful completion, after the date hereof and prior to the
Settlement Date of the New Notes Offering on terms and resulting in
receipt of net proceeds satisfactory to us (the “Financing
Condition”).
From time to time after the Expiration Date, we
or our affiliates may acquire Notes that are not purchased in the
Offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers, redemptions,
satisfaction and discharge or otherwise, upon such terms and at
such prices as we or our affiliates may determine or as may be
provided for in the Indenture or other documents governing the
Notes (which may be on terms more or less favorable from those
contemplated in the Offer and, in either case, could be for cash or
other consideration).
For further details on the procedures for
tendering the Notes, please refer to the Offer to Purchase,
including the procedures set out under the heading “Description of
the Offer—Procedures for Tendering Notes” in the Offer to
Purchase.
We have retained BNP Paribas to act as the
Dealer Manager for the Offer (the “Dealer Manager”). Questions
regarding terms and conditions of the Offer should be directed to
BNP Paribas at +33 1 55 77 78 94 or via the email address
liability.management@bnpparibas.com.
D.F. King has been appointed as information
agent and tender agent (the “Information and Tender Agent”) in
connection with the Offer. Questions or requests for assistance in
connection with the Offer or the delivery of Tender Instructions,
or for additional copies of the Tender Offer Documents, may be
directed to the Information and Tender Agent at +44 20 7920 9700
(collect), or via e-mail at OI@dfkingltd.com. You may also contact
your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer. The Tender Offer
Documents can be accessed at the Offer Website:
https://www.dfkingltd.com/OI.
We reserve the right, in our sole
discretion, not to accept any Tender Instructions, not to purchase
any Notes or to extend, re-open, withdraw or terminate the Offer
and to amend or waive any of the terms and conditions of the Offer
in any manner, subject to applicable laws and
regulations.
Holders are advised to read carefully
the Offer to Purchase for full details of and information on the
procedures for participating in the Offer, as
applicable.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold the
Notes when such intermediary would require to receive instructions
from a Holder in order for that the Holder to be able to
participate in the Offer before the deadlines specified above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.
Unless stated otherwise, announcements in
connection with the Offer will be made available on our website at
www.o-i.com. Such announcements may also be made by (i) the issue
of a press release and (ii) the delivery of notices to the Clearing
Systems for communication to Direct Participants.
Copies of all such announcements, press releases
and notices can also be obtained from the Information and Tender
Agent, the contact details for whom are set out below. Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Holders are urged to contact the Information
and Tender Agent for the relevant announcements relating to the
Offer. In addition, all documentation relating to the Offer to
Purchase, together with any updates, will be available via the
Offer Website: https://www.dfkingltd.com/OI.
DISCLAIMER This announcement
must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial, legal and tax advice, including as to any tax
consequences, immediately from your broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Offer.
None of the Company, the Dealer Manager, the
Trustee, the Transfer Agent, the Registrar, the Paying Agent, the
Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates makes any recommendation
as to whether or not Holders should tender their Notes in the
Offer.
None of the Company, the Dealer Manager, the
Trustee, the Transfer Agent, the Registrar, the Paying Agent, the
Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information
concerning the Company, the Notes, or the Offer contained in this
announcement or in the Offer to Purchase. None of the Company, the
Dealer Manager, the Trustee, the Transfer Agent, the Registrar, the
Paying Agent, the Information and Tender Agent or any of their
respective directors, officers, employees, agents or affiliates is
acting for any Holder, or will be responsible to any Holder for
providing any protections which would be afforded to its clients or
for providing advice in relation to the Offer, and accordingly none
of the Company, the Dealer Manager, the Trustee, the Transfer
Agent, the Registrar, the Paying Agent, the Information and Tender
Agent or any of their respective directors, officers, employees,
agents or affiliates assumes any responsibility for any failure by
the Company to disclose information with regard to the Company or
Notes which is material in the context of the Offer and which is
not otherwise publicly available.
General
This announcement is for informational purposes
only. Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, as applicable, constitutes an
offer to sell or buy any of the New Notes pursuant to the New Notes
Offering, a solicitation for acceptance of the Offer, or a notice
of redemption under the indenture governing the Notes. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any other securities of the Company or any of its
subsidiaries. The Offer is being made solely pursuant to the Offer
to Purchase. The distribution of this announcement in certain
jurisdictions may be restricted by law. The Offer is not being made
to Holders of 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 to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Company by the Dealer Manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
No action has been or will be taken in any
jurisdiction that would permit the possession, circulation or
distribution of either this announcement, the Offer to Purchase or
any material relating to us or the Notes in any jurisdiction where
action for that purpose is required. Accordingly, neither this
announcement, the Offer to Purchase nor any other offering material
or advertisements in connection with the Offer may be distributed
or published, in or from any such country or jurisdiction, except
in compliance with any applicable rules or regulations of any such
country or jurisdiction.
The distribution of this announcement and the
Offer to Purchase in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Offer
to Purchase comes are required by us, the Dealer Manager and the
Information and Tender Agent to inform themselves about, and to
observe, any such restrictions.
In the United Kingdom, the communication of this
announcement and any other documents or materials relating to the
Offer to Purchase are 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 (the “FSMA”). Accordingly, 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 such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (i) persons who have
professional experience in matters relating to investments, being
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Financial Promotion Order”); (ii) persons who fall
within Article 43(2) of the Financial Promotion Order, (iii) high
net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the
Financial Promotion Order; or (iv) any other persons to whom these
documents and/or materials may lawfully be communicated in
accordance with the Financial Promotion Order. Any investment or
investment activity to which the Offer to Purchase relates is
available only to such persons or will be engaged in only with such
persons and other persons should not rely on it.
In any European Economic Area (EEA) Member State
(the “Relevant State”), the Offer to Purchase is only addressed to
and are only directed at qualified investors in that Relevant State
within the meaning of the Prospectus Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017, as
amended (the “Prospectus Regulation”). Each person in a Relevant
State who receives any communication in respect of the Offer to
Purchase will be deemed to have represented, warranted and agreed
to with the Dealer Manager and OI Glass that it is a qualified
investor within the meaning of Article 2(e) of the Prospectus
Regulation.
Each Holder participating in the Offer will give
certain representations in respect of the jurisdictions referred to
above and generally as set out herein. Any tender of Notes pursuant
to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Company, the
Dealer Manager and the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes pursuant to the Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
Forward-Looking Statements
This announcement may contain “forward-looking”
statements as defined under U.S. securities laws. Forward-looking
statements reflect OI Glass’s current expectations and projections
about future events at the time, and thus involve uncertainty and
risk. The words “believe,” “expect,” “anticipate,” “will,” “could,”
“would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,”
“potential,” “continue,” and the negatives of these words and other
similar expressions generally identify forward-looking
statements.
It is possible OI Glass’s future financial
performance may differ from expectations due to a variety of
factors including, but not limited to, the following: (1) the
general political, economic and competitive conditions in markets
and countries where OI Glass has operations, including
uncertainties related to economic and social conditions, trade
disputes, disruptions in the supply chain, competitive pricing
pressures, inflation or deflation, changes in tax rates and laws,
war, civil disturbance or acts of terrorism, natural disasters,
public health issues and weather, (2) cost and availability of raw
materials, labor, energy and transportation (including impacts
related to the current Ukraine-Russia and Israel-Hamas conflicts
and disruptions in supply of raw materials caused by transportation
delays), (3) competitive pressures from other glass container
producers and alternative forms of packaging or consolidation among
competitors and customers, (4) changes in consumer preferences or
customer inventory management practices, (5) the continuing
consolidation of OI Glass’s customer base, (6) OI Glass’s ability
to improve its glass melting technology, known as the modular
advanced glass manufacturing asset (“MAGMA”) program, and implement
it within the timeframe expected, (7) unanticipated supply chain
and operational disruptions, including higher capital spending, (8)
seasonality of customer demand, (9) the failure of OI Glass’s joint
venture partners to meet their obligations or commit additional
capital to the joint venture, (10) labor shortages, labor cost
increases or strikes, (11) OI Glass’s ability to acquire or divest
businesses, acquire and expand plants, integrate operations of
acquired businesses and achieve expected benefits from
acquisitions, divestitures or expansions, (12) OI Glass’s ability
to generate sufficient future cash flows to ensure OI Glass’s
goodwill is not impaired, (13) any increases in the underfunded
status of OI Glass’s pension plans, (14) any failure or disruption
of OI Glass’s information technology, or those of third parties on
which OI Glass relies, or any cybersecurity or data privacy
incidents affecting OI Glass or its third-party service providers,
(15) risks related to OI Glass’s indebtedness or changes in capital
availability or cost, including interest rate fluctuations and the
ability of OI Glass to generate cash to service indebtedness and
refinance debt on favorable terms, (16) risks associated with
operating in foreign countries, (17) foreign currency fluctuations
relative to the U.S. dollar, (18) changes in tax laws or U.S. trade
policies, (19) OI Glass’s ability to comply with various
environmental legal requirements, (20) risks related to recycling
and recycled content laws and regulations, (21) risks related to
climate-change and air emissions, including related laws or
regulations and increased environmental, social and governance
scrutiny and changing expectations from stakeholders, (22) risks
related to OI Glass’s long-term succession planning process and
(23) the other risk factors discussed in OI Glass’s Annual Report
on Form 10-K for the year ended December 31, 2023 and any
subsequently filed Quarterly Reports on Form 10-Q or OI Glass’s
other filings with the Securities and Exchange Commission.
It is not possible to foresee or identify all
such factors. Any forward-looking statements in this announcement
are based on certain assumptions and analyses made by OI Glass in
light of its experience and perception of historical trends,
current conditions, expected future developments, and other factors
it believes are appropriate in the circumstances. Forward-looking
statements are not a guarantee of future performance and actual
results or developments may differ materially from expectations.
While OI Glass continually reviews trends and uncertainties
affecting OI Glass’s results of operations and financial condition,
we and OI Glass do not assume any obligation to update or
supplement any particular forward-looking statements contained in
this announcement.
About OI GLASS
At O-I Glass, Inc. (NYSE: OI), we love glass and
we’re proud to be one of the leading producers of glass bottles and
jars around the globe. Glass is not only beautiful, it’s also pure
and completely recyclable, making it the most sustainable rigid
packaging material. Headquartered in Perrysburg, Ohio (USA), O-I is
the preferred partner for many of the world’s leading food and
beverage brands. We innovate in line with customers’ needs to
create iconic packaging that builds brands around the world. Led by
our diverse team of more than 23,000 people across 68 plants in 19
countries, O-I achieved net sales of $7.1 billion in 2023.
Chris Manuel
Vice President of Investor Relations
567-336-2600
Chris.Manuel@o-i.com
OI Glass (NYSE:OI)
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から 10 2024 まで 11 2024
OI Glass (NYSE:OI)
過去 株価チャート
から 11 2023 まで 11 2024