Exhibit 99.1
Investor Contact: | | Media Contact Information: |
Stewart A. Fisher | | Nanette Pietroforte |
EVP and CFO | | FischerHealth, Inc. |
(978) 570-6820 | | (310) 577-7870, ext. 161 |
stewart.fisher@accellent.com | | npietroforte@fischerhealth.com |
For Immediate Release
Accellent Corp. Announces Receipt of Consents for Its Outstanding 10% Senior Subordinated Notes Due 2012
Wilmington, MA (November 3, 2005) - Accellent Corp. (“Accellent”) today announced that, as of 5:00 p.m. New York City time on November 3, 2005 (the “Consent Date”), it has received valid tenders and consents from the holders of $175,000,000 in aggregate principal amount of its outstanding 10% Senior Subordinated Notes due 2012 (the “Notes”) (CUSIP No. 58455RAB4) representing 100% of the outstanding Notes in connection with its previously announced cash tender offer and consent solicitation for the Notes. The percentage of consents received exceeds the Requisite Consents (as defined below) needed to amend the indenture governing the Notes (the “Indenture”).
The Notes were tendered pursuant to the terms, and subject to the conditions, set forth in Accellent’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), and related Consent and Letter of Transmittal (the “Letter of Transmittal”), both dated October 21, 2005, which more fully set forth the terms of the tender offer to purchase any and all of the $175,000,000 outstanding principal amount of the Notes and the consent solicitation to eliminate substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions in the Indenture.
Accellent, the guarantors party to the Indenture and the trustee under the Indenture have entered into and made effective a Supplemental Indenture to implement such amendments to the Indenture. The amendments will not becomes operative, however, unless and until the Notes tendered for acceptance are accepted for purchase by Accellent as described in the Offer to Purchase and Letter of Transmittal.
Notes may be tendered pursuant to the tender offer until 5:00 p.m., New York City time, on November 21, 2005, unless extended by Accellent. Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding and the holders thereof will be bound by the amendments contained in the Supplemental Indenture even though they have not consented to the amendments. Holders who tender their Notes must consent to the proposed amendments. Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m. New York City time on the Consent Date unless extended by Accellent.
Subject to the terms and conditions of the tender offer and consent solicitation, Accellent will pay the “Total Consideration” to the Holders who properly tendered their Notes and delivered their consents to the proposed amendments at or prior to 5:00 p.m. New York City time on the Consent Date. The Total Consideration is comprised of (1) the Tender Offer Consideration (as defined below) and (2) the Consent Payment (as defined below).
Holders who provided consents to the proposed amendments described in the Offer to Purchase and Letter of Transmittal will receive a consent payment (the “Consent Payment”) of $30.00 per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer if they provided their consents on or prior to 5:00 p.m. New York City time on the Consent Date. The tender offer consideration (the “Tender Offer Consideration”) for each $1,000 principal amount of Notes validly tendered and accepted for purchase and not validly withdrawn will be determined at 10:00 a.m. New York City time on November 4, 2005 based on the present value of the Notes (minus accrued interest) as of the payment date, assuming each $1,000 principal amount of the Notes would be redeemed on July 15, 2008 at a redemption price of $1,050.00, and the present value of the interest that would be paid on the Notes so tendered from and not including the payment date up to and including July 15, 2008, in each case, determined in accordance with standard market practice by reference to a rate equal to 50 basis points over the yield on the 4.125% U.S. Treasury Note due August 15, 2008, minus the Consent Payment of $30.00 per $1,000 of principal amount of Notes. Holders who tendered their Notes prior to the Consent Date will be entitled to receive the Consent Payment. Holders who tender their Notes after the Consent Date will not receive the Consent Payment. Holders who properly tender their Notes also will be paid accrued and unpaid interest, if any, from the last interest payment date up to, but not including, the payment date.
The obligations to accept for purchase and to pay for Notes in the tender offer and consent solicitation are conditioned on, among other things:
• satisfaction or waiver of the conditions to the closing of the merger (the “Merger”) and transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of October 7, 2005 (the “Merger Agreement”), between Accellent Inc. (our parent) and Accellent Acquisition Corp., an entity controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P., and
• the receipt of consents to the proposed amendments from the holders of a majority of the aggregate principal amount of outstanding Notes (the “Requisite Consents”), and the execution of a supplemental indenture to the indenture governing the Notes to reflect such approved amendments. As of 5:00 p.m., New York City time, on November 3, 2005, the Requisite Consents had been received.
There is no guarantee that the Merger will be completed. Completion of the Merger is subject to customary closing conditions, including adoption of the Merger Agreement by Accellent Inc.’s stockholders, which was obtained October 31, 2005, and the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If all of the other conditions to the Merger are satisfied, under the terms of the
existing financing commitment letters, the Merger can be consummated even if the tender offer is not consummated.
Accellent has engaged Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. as dealer managers for the tender offer and solicitation agents for the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse First Boston LLC at (800) 820-1653 (U.S. toll-free) or (212) 538-0652 (collect) or J.P. Morgan Securities Inc. at (866) 834-4666 (U.S. toll-free) or (212) 834-3424 (collect). Requests for documentation should be directed to MacKenzie Partners, Inc. at (212) 929-5500 (collect), the information agent for the tender offer and consent solicitation.
This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offer and consent solicitation are being made solely by means of the Offer to Purchase and Letter of Transmittal. The tender offer and consent solicitation are not being made to noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer and consent solicitation are required to be made by a licensed broker or dealer, they shall be deemed to be made by Credit Suisse First Boston LLC or J.P. Morgan Securities Inc. on behalf of Accellent.
About Accellent:
Accellent provides fully integrated contract manufacturing and design services to medical device manufacturers in the cardiology, endoscopy and orthopaedic markets. Accellent has broad capabilities in design and engineering services, precision component fabrication, finished device assembly and complete supply chain management. This enhances customers’ speed to market and return on investment by allowing companies to refocus internal resources more efficiently. For more information please visit www.accellent.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. All statements other than statements of historical facts included in this press release constitute forward-looking statements. You are cautioned that these forward-looking statements and the Company’s business and operations involve risks and uncertainties. Important factors that can cause actual results to differ materially from Accellent’s expectations are disclosed in the risk factors contained in the Accellent’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2005 and in subsequent periodic and current reports filed from time to time by Accellent with the SEC. All forward-looking statements are expressly qualified in their entirety by such risk factors.
