NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. today announced that, due to the current unfavourable conditions in the debt capital markets, it has decided to withdraw its proposed institutional private placement of new senior notes (the “Offering”) and therefore, it has also today terminated its previously announced cash tender offer (the “Tender Offer”) for its 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”). The Tender Offer was made pursuant to an Offer to Purchase (the “Offer to Purchase”) dated February 8, 2010 and, in respect of 6.75% Notes and 6.30% Notes only, the related Letter of Transmittal.
“The Tender Offer was subject to the completion of one or more financing transactions, on terms satisfactory to Bombardier. At the time we started to plan the Tender Offer and related institutional private placement, the debt capital markets were much more favorable than today and therefore this was an opportunity to extend the maturity of some of our debt. Current market conditions are such that the Offering is unattractive and unsatisfactory to Bombardier at this time. As there is no debt maturity before May 2012, the termination of the Tender Offer and the withdrawal of this opportunistic Offering will not affect Bombardier’s ongoing operations”, commented Pierre Alary, Senior Vice President and Chief Financial Officer of Bombardier.
The Tender Offer Consideration and Total Consideration (as defined in the Offer to Purchase) will not be paid or become payable to holders of Notes who validly tendered their Notes in connection with the Tender Offer. None of the Notes will be accepted for purchase or purchased in the Tender Offer and all Notes previously tendered and not withdrawn will be promptly returned to their respective holders (or, in the case of Notes tendered by book-entry transfer, such Notes will be credited to the respective accounts maintained at The Depository Trust Company, in respect of the U.S. Dollar Notes, and through the common depositary or its nominee for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, in respect of Floating Rate Notes, from which such Notes were delivered).
This press release formally terminates the Tender Offer.
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. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (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 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 respective Forward-looking statements sections in BA and BT in the Management’s Discussion and Analysis (“MD&A”) of the Bombardier’s annual report for fiscal year 2009.
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, 2009, were $19.7 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