Toys ''R'' Us, Inc. Increases Tender Offer Price and Extends Consent Payment Deadline and Expiration Time for 8-3/4% Debentures
2005年6月14日 - 3:55AM
ビジネスワイヤ(英語)
Toys "R" Us, Inc. (NYSE: TOY) announced that it has (i) increased
the cash purchase price in its previously announced tender offer
for any and all of the outstanding $200,000,000 principal amount of
8-3/4% Debentures due September 1, 2021 (the "Debentures") from
$950.00 to $970.00 for each $1,000 principal amount of Debentures
tendered and accepted for payment pursuant to the tender offer;
(ii) extended the consent payment deadline to 5:00 p.m., New York
City time, on June 15, 2005, unless extended or earlier terminated
(the "Consent Payment Deadline") with respect to the related
consent solicitation to amend the indenture governing the
Debentures; (iii) extended the time by which holders of the
Debentures may validly withdraw their Debentures to 11:59 p.m. New
York City time on June 15, 2005; and (iv) extended the expiration
time for the tender offer to purchase the Debentures to 5:00 p.m.,
New York City time on June 28, 2005, unless extended or earlier
terminated by the company (the "Expiration Time"). Toys "R" Us
commenced the tender offer and consent solicitation on May 27,
2005. The total consideration for each $1,000 principal amount of
Debentures tendered on or prior to the Consent Payment Deadline,
unless extended or earlier terminated, and accepted for payment
pursuant to the tender offer will be $1,000. The total
consideration will be the sum of a purchase price of $970.00 for
each $1,000 principal amount of Debentures tendered and accepted
for payment pursuant to the tender offer (the "Tender Offer
Consideration") and a consent payment (the "Consent Payment") of
$30.00 for each $1,000 principal amount of Debentures validly
tendered prior to the Consent Payment Deadline and accepted for
payment. Holders who tender their Debentures must consent to the
amendments. Holders who validly tender their Debentures after the
Consent Payment Deadline, but prior to the Expiration Time, will
receive only the Tender Offer Consideration. In either case,
holders whose Debentures are purchased will also be paid accrued
and unpaid interest on the principal amount of Debentures tendered
to, but not including, the settlement date. The settlement date of
the offer is expected to be one business day after the Expiration
Time or promptly thereafter. As of 5:00 p.m., New York City time,
on June 10, 2005 a total of $46,533,000 in aggregate outstanding
principal amount of Debentures (representing approximately 23.3% of
the $200,000,000 of aggregate outstanding principal amount of
Debentures as of 5:00 p.m., New York City time, on June 10, 2005)
had been validly tendered and not withdrawn. Consummation of the
tender offer and consent solicitation, and payment of the Tender
Offer Consideration and Consent Payment are subject to the
satisfaction or waiver of various conditions. The proposed merger
is not conditioned in any way on completion of the tender offer and
consent solicitation, and the tender offer and consent solicitation
are not conditioned in any way on completion of the proposed
merger. The closing of the proposed merger is subject to various
customary conditions, and there can be no assurance that the
proposed merger will be completed. The proposed amendments to the
indenture governing the Debentures will be set forth in a
supplemental indenture and are described in more detail in the
Offer to Purchase and Consent Solicitation Statement. The
supplemental indenture will not be executed unless and until Toys
"R" Us has received consents from holders of a majority in
outstanding principal amount of the Debentures, and the amendments
will not become operative unless and until Toys "R" Us has accepted
for purchase the Debentures pursuant to the tender offer and
consent solicitation. The deadline for withdrawals of Debentures is
11:59 p.m., New York City time, on June 15, 2005, unless extended
by the Company in its sole discretion. A holder of Debentures may
not revoke its consent without withdrawing its Debentures before
the supplemental indenture has been executed. THIS ANNOUNCEMENT IS
NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR A
SOLICITATION OF CONSENTS WITH RESPECT TO THE DEBENTURES. THE TENDER
OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE OFFER
TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED MAY 27, 2005.
Toys "R" Us, Inc. is one of the leading specialty toy retailers in
the world. It currently sells merchandise through more than 1,500
stores, including 680 toy stores in the United States and 614
international toy stores, including licensed and franchise stores,
as well as through its Internet sites at www.toysrus.com,
www.imaginarium.com and www.sportsrus.com. Babies "R" Us, a
division of Toys "R" Us, Inc., is the largest baby product
specialty store chain in the world and a leader in the juvenile
industry, and sells merchandise through 220 stores in the United
States as well as on the Internet at www.babiesrus.com. This press
release contains "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. All
statements herein that are not historical facts, including
statements about our beliefs or expectations, are forward-looking
statements. We generally identify these statements by words or
phrases such as "anticipate," "estimate," "plan," "expect,"
"believe," "intend," "foresee," "will," "may," and similar words or
phrases. These statements discuss, among other things, our proposed
merger, our strategy, store openings and renovations, future
financial or operational performance, anticipated cost savings,
results of restructurings, anticipated domestic or international
developments, future financings and other goals, targets and future
occurrences and trends. These statements are subject to risks,
uncertainties and other factors, including, among others,
competition in the retail industry, seasonality of our business,
changes in consumer preferences and consumer spending patterns,
general economic conditions in the United States and other
countries in which we conduct our business, the timing and receipt
of approvals for the proposed merger, our ability to implement our
strategy, availability of adequate financing, our dependence on key
vendors of our merchandise, international events affecting the
delivery of toys and other products to our stores, economic,
political and other developments associated with our international
operations, and risks, uncertainties and factors set forth in our
reports and documents filed with the Securities and Exchange
Commission (which reports and documents should be read in
conjunction with this press release). We believe that all
forward-looking statements are based upon reasonable assumptions
when made; however, we caution that it is impossible to predict
actual results or outcomes or the effects of risks, uncertainties
or other factors on anticipated results or outcomes and that,
accordingly, you should not place undue reliance on these
statements. Forward-looking statements speak only as of the date
when made, and we undertake no obligation to update these
statements in light of subsequent events or developments. Actual
results and outcomes may differ materially from anticipated results
or outcomes discussed in forward-looking statements.
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