NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
In connection with the release today of Bombardier Inc.’s annual results for the fiscal year ended January 31, 2010, Bombardier today announced the reinstatement of withdrawal rights in connection with its previously announced cash tender offer (the “Tender Offer”) for Bombardier’s 6.75% Notes due 2012 (CUSIP/ISIN Nos. 097751AG6 / USC10602AG20) (the “6.75% Notes”), 6.30% Notes due 2014 (CUSIP/ISIN Nos. 097751AH4 / USC10602AH03) (the “6.30% Notes” and, collectively with the 6.75% Notes, the “U.S. Dollar Notes”) and Floating Rate Senior Notes due 2013 (Common Code/ISIN No. 027397891 / XS0273978592) (the “Floating Rate Notes” and, collectively with the U.S. Dollar Notes, the “Notes”), until 5:00 p.m., New York City time, on April 7, 2010. The Tender Offer is being made pursuant to an Offer to Purchase dated March 15, 2010, as amended on March 15, 2010 and further amended hereby (the “Offer to Purchase”), and, in respect of U.S Dollar Notes only, the related Letter of Transmittal.
Under the terms of the amended Tender Offer, withdrawal rights are reinstated, to permit withdrawals of tendered and not previously accepted Notes during the period from the date hereof through 5:00 p.m., New York City time, on Thursday, April 7, 2010.
Bombardier has so reinstated withdrawal rights to allow holders of Notes time to consider the information disseminated today by Bombardier in connection with the release of its annual results for the year ended January 31, 2010. Holders of Notes who wish to tender their Notes and have not yet done so must validly tender their Notes at or prior to 9:00 a.m., New York City time, on Monday, April 12, 2010 (the “Expiration Date”). Holders of Notes who have previously tendered Notes, and do not wish to withdraw such tendered Notes, do not need to take any action. All other terms of the Tender Offer as previously announced are unchanged. In particular, the previously announced Early Acceptance Date, Tender Cap, Expiration Date and Acceptance Priority Levels remain unchanged and are as set forth in the Offer to Purchase.
Procedures for validly withdrawing tendered Notes are set forth in the Offer to Purchase under the caption "The Tender Offer—Withdrawal of Tenders", as modified by this announcement. Holders may not rescind their withdrawal of tenders of Notes, and any Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer. Properly withdrawn Notes may, however, be re-tendered by again following one of the procedures described under “The Tender Offer—Procedures for Tendering Notes” in the Offer to Purchase at any time at or prior to the Expiration Date. Holders of any Notes withdrawn and subsequently re-tendered after the Early Acceptance Date that are accepted for purchase will be entitled to receive only the Tender Offer Consideration, which does not include the Early Participation Amount.
As of the close of business on Wednesday, March 31, 2010, the depositary and information agent for the U.S. Dollar Notes under the Tender Offer has advised Bombardier that US$398,884,000 aggregate principal amount of the 6.75% Notes had been validly tendered and not withdrawn pursuant to the Tender Offer (all of which have been previously accepted for purchase by Bombardier on the Early Acceptance Date as announced on March 30, 2010), and US$337,986,000 aggregate principal amount of the 6.30% Notes had been validly tendered and not withdrawn pursuant to the Tender Offer, and the tender and information agent for the Floating Rate Notes under the Tender Offer has advised Bombardier that €241,307,000 aggregate principal amount of the Floating Rate Notes had been validly tendered and not withdrawn pursuant to the Tender Offer. Such amounts represent approximately 73% of the aggregate principal amount outstanding of 6.75% Notes, 68% of the aggregate principal amount outstanding of 6.30% Notes and 36% of the aggregate principal amount outstanding of Floating Rate Notes.
Provided that the conditions to the Tender Offer are satisfied, Bombardier anticipates that it will accept for purchase and pay for (a) all 6.75% Notes validly tendered at or prior to the Expiration Date and not validly withdrawn or previously accepted on the Early Acceptance Date, (b) all 6.30% Notes validly tendered at or prior to the Expiration Date and not validly withdrawn (subject to the Tender Cap, acceptance priority and proration), and (c) all Floating Rate Notes validly tendered at or prior to the Expiration Date and not validly withdrawn (subject to the Tender Cap, acceptance priority and proration) within three business days following the Expiration Date.
For additional information regarding the terms of the Tender Offer with respect to the U.S. Dollar Notes, please contact J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3424 (collect) or Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for a copy of the Offer to Purchase and the Letter of Transmittal relating to the U.S. Dollar Notes, and questions regarding the tender of U.S. Dollar Notes may be directed to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banks and brokers) or email@example.com.
For additional information regarding the terms of the Tender Offer with respect to the Floating Rate Notes, please contact J.P. Morgan Securities Ltd. at +44 (0)20 7325 9633 or Deutsche Bank AG, London Branch, at +44 20 7545 8011. Requests for a copy of the Offer to Purchase and questions regarding the tender of Floating Rate Notes may be directed to Lucid Issuer Services Limited at +44 20 7704 0880 or firstname.lastname@example.org.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.
None of Bombardier or its board of directors, the dealer managers, the tender agent, depositary or information agents, or the trustees for the respective series of Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by us or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or persons who are within Article 43(2) of the Order, or to any persons to whom it may otherwise lawfully be made under the Order.
The Tender Offer is not being, and will not be, made, directly or indirectly, in the Republic of Italy (“Italy”). The Tender Offer has not been, and will not be, submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) and/or the Bank of Italy pursuant to Italian laws and regulations. Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer or the Notes may be distributed or made available in Italy.
Neither this announcement nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offer may not be made in the Kingdom of Belgium (“Belgium”) by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the “Belgian Public Offer Law”), each as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account.
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement nor any other documents or materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by France’s Autorité des Marchés Financiers.
Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information with regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
A world-leading manufacturer of innovative transportation solutions, from commercial aircraft and business jets to rail transportation equipment, systems and services, Bombardier Inc. is a global corporation headquartered in Canada. Its revenues for the fiscal year ended Jan. 31, 2010, were $19.4 billion US, and its shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listed as an index component to the Dow Jones Sustainability World and North America indexes. News and information are available at www.bombardier.com.
Senior Director, Investor Relations