Globe Announces Successful Completion of its Tender Offer for All
Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan
Telecommunications, Inc.
MANILA, Philippines,
Dec. 19, 2012 /PRNewswire/ -- Globe Telecom, Inc.
("Globe") announced today that it has successfully completed its
previously announced tender offer to purchase for cash any and all
of the 13.5% Senior Notes originally due 2006 (the "Notes") issued
by Bayan Telecommunications, Inc.
As of the expiration of the tender offer, at 11:59 p.m., New York
City time, on December 18,
2012 (the "Expiration Date"), Notes representing
approximately 92.90% of the aggregate Remaining Principal Amount of
Notes had been validly tendered and not withdrawn. All of the
conditions to the tender offer, as set forth in Globe's amended and
restated offer to purchase (the "Amended and Restated Offer to
Purchase") dated November 6, 2012, as
expressly amended by Globe's prior press releases dated
November 20, 2012, November 28, 2012 and December 4, 2012, have been satisfied or waived.
Globe expects to accept for purchase all of the Notes validly
tendered and not withdrawn in the tender offer.
As Globe has previously announced, Globe will pay in the tender
offer:
(i) to each holder who validly tendered (and did not
validly withdraw) all of its Notes on or prior to the Extended
Early Tender Date (11:59 p.m.,
New York City time, on
December 11, 2012), for each
US$1,000 Remaining Principal Amount
of Notes of such holder validly tendered (and not validly
withdrawn), an amount in cash equal to US$310.00; and
(ii) to each holder who validly tendered (and did not
validly withdraw) all of its Notes after the Extended Early Tender
Date and on or prior to the Expiration Date, for each US$1,000 Remaining Principal Amount of Notes of
such holder validly tendered (and not validly withdrawn), an amount
in cash equal to US$307.50.
As Globe has also previously announced, Globe expects that the
Settlement Date of the tender offer will occur not later than
December 21, 2012, New York City time.
Notice to Investors
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to sell or
buy any securities. The tender offer was made pursuant to the terms
of the Amended and Restated Offer to Purchase and the related
Letter of Transmittal. The tender offer was not made to holders of
Notes in any jurisdiction where such an offer would be unlawful.
For a complete statement of the terms and conditions of the
tender offer, holders of the Notes should refer to the Amended and
Restated Offer to Purchase, and Globe's prior press releases dated
November 20, 2012, November 28, 2012, and December 4, 2012.
Holders of Notes may obtain copies of the Amended and Restated
Offer to Purchase, the related Letter of Transmittal, and Globe's
prior press releases dated November 20,
2012, November 28, 2012, and
December 4, 2012, from the tender
agent, Citibank N.A., London
Branch (the "Tender Agent"), by telephone at: +44-(0)-20-7508-3867
or by e-mail at: exchange.gats@citi.com
Globe retained Citigroup Global Markets Inc. to serve as dealer
manager (the "Dealer Manager") for the tender offer.
Questions concerning the terms of the tender offer should be
directed to the Dealer Manager at +1-800-558-3745 (U.S. toll-free),
+1-212-723-6108 (collect) and in Hong
Kong at +852-2501-2961 (collect).
About Globe
Globe Telecom, Inc. is a corporation incorporated in the
Philippines. Globe has over 5,000 employees, and operates
mobile, fixed-line and broadband networks in the Philippines.
Globe and its affiliates have over 30 million mobile subscribers,
over 1.4 million broadband customers, and over 600,000 landline
subscribers. Globe is listed on the Philippines Stock
Exchange under the ticker GLO and had a market capitalization of
149.96 billion Philippine Pesos at
the end of 2011. The principal shareholders of Globe are the
Ayala Corporation and Singapore Telecom.
Forward-Looking Statements
This press release contains forward-looking statements that are,
by their nature, subject to significant risks and
uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "seek," "plan," "may," "will," "would," "could"
and similar expressions, are intended to identify a number of these
forward-looking statements. These forward-looking statements
are subject to risks, uncertainties and assumptions, some of which
are beyond our control. Because of these risks, uncertainties
and assumptions, the forward-looking events and circumstances
discussed in this press release and the Amended and Restated Offer
to Purchase might not occur in the way we expect, or at all.
Holders of Notes should not place undue reliance on any
forward-looking information. In addition, these
forward-looking statements reflect current views with respect to
future events and are not a guarantee of future performance.
Actual results may differ materially from information contained in
the forward‑looking statements as a result of a number of factors,
including general economic, political and other conditions in
the Philippines, and the risk
factors discussed in the Amended and Restated Offer to Purchase as
well as other factors beyond our control. The information and
statements in this press release are made on the date hereof.
We do not intend to update or otherwise revise any forward-looking
statements whether as a result of new information, future events or
otherwise, unless such information is material within the purview
of applicable laws, the mandate of which is to enforce investor
protection.
For more information, please contact:
Yoly Crisanto
Head, Corporate Communications
Globe Telecom, Inc.
Tel No. +632-730-2627
Fax No. +632-739-3075
globe.corpcomm@gmail.com
SOURCE Globe Telecom, Inc.
