Sybase, Inc. Announces Repurchase Right, Fundamental Change & Non-Stock Fundamental Change Relating to Its 3.50% Convertible ...
2010年7月27日 - 10:18PM
ビジネスワイヤ(英語)
Sybase, Inc. (NYSE:SY), an industry leader in enterprise and
mobile software, today announced that, in connection with the
closing of the acquisition of Sybase by Sheffield Acquisition
Corp., a wholly owned subsidiary of SAP America, Inc., pursuant to
a “first-step” cash tender offer for all outstanding Sybase common
shares at $65.00 per share, and the anticipated closing of the
“second-step” cash merger of Sheffield Acquisition Corp. with and
into Sybase at the same price per share, with Sybase being the
surviving entity, Sybase is delivering notice to the holders of its
3.50% Convertible Senior Notes Due 2029 that they may elect to
convert their notes in whole or in part (in principal amount of
$1,000 and integral multiples thereof) pursuant to the Fundamental
Change and Non-Stock Fundamental Change (in each case, as defined
in the indenture under which the notes were issued) that occurred
with regard to the transactions.
Noteholders may elect to convert their notes in connection with
the Non-Stock Fundamental Change at any time from July 26,
2010 up to the close of business on August 17, 2010
(the “Make-Whole Convertibility Period”) at an increased
conversion rate of 22.9939 shares per $1,000 principal amount of
notes. The indenture provides that this payment upon conversion
shall be payable by Sybase in cash in an amount equal to the
conversion rate multiplied by the merger consideration per
share.
In order to receive the increased conversion rate as set forth
above, noteholders must surrender their notes for conversion during
the Make-Whole Convertibility Period. If a noteholder fails to
convert its notes during the Make-Whole Convertibility Period,
Sybase anticipates that the noteholder will be entitled to convert
its notes up until the business day immediately preceding the
maturity date of the notes in accordance with the terms of the
indenture. However, such noteholder will not be entitled to any
increase in the conversion rate due to the Non-Stock Fundamental
Change subject of this notice, and the notes will be convertible at
a rate of 20.8836 shares per $1,000 principal amount of notes.
Sybase has also announced that, as a result of the Fundamental
Change described above and as an alternative to the conversion
option described above, noteholders have the right to require
Sybase to repurchase all of their notes (or portions thereof that
are integral multiples of $1,000 in principal amount) on
August 18, 2010 at a repurchase price payable in cash equal to
100% of the principal amount of the notes to be repurchased, plus
accrued and unpaid interest to, but excluding, August 18,
2010.
Noteholders should read carefully the notice they will be
receiving regarding their conversion rights and their rights to
require Sybase to repurchase their notes in connection with the
Fundamental Change and Non-Stock Fundamental Change, as it contains
important information as to the procedures and timing for the
exercise of such rights, as well as information regarding the
interest payable by Sybase on the notes.
About Sybase, Inc.
Sybase is an industry leader in delivering enterprise and mobile
software to manage, analyze and mobilize information. We are
recognized globally as the performance leader, proven in the most
data-intensive industries and across all systems, networks and
devices. Our information management, analytics and enterprise
mobility solutions have powered the world’s most mission-critical
systems in financial services, telecommunications, manufacturing
and government. For more information, visit http://www.sybase.com.
Read Sybase blogs: http://blogs.sybase.com.
Forward-Looking Statements
Certain statements in this release concerning Sybase, Inc. are
forward-looking and involve a number of uncertainties and risks,
including the anticipated timing of the closing of the merger, the
ability to close the merger considering the various closing
conditions, uncertainty as to the success of any post-merger
integration of the companies and their affiliates, and any
assumptions underlying or arising from any of the foregoing. All
forward-looking statements in this release represent Sybase’s
judgment only as of the date of this release. Actual events may
differ from current expectations based upon a number of factors
including the risks and uncertainties set forth above. Therefore,
the reader is cautioned not to rely upon these forward-looking
statements. Sybase disclaims any intent or obligation to update
these forward-looking statements. Additional information concerning
Sybase’s risk factors may be found in its reports filed with the
U.S. Securities and Exchange Commission, including its annual
report on Form 10-K for the year ended December 31, 2009 and
its quarterly report on Form 10-Q for the three-month period ended
March 31, 2010.
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