Exhibit 99.1
1400 Union Meeting Road
Blue Bell, PA 19422
Phone: 215-619-2700
Stockholder Contacts:
Stephen E. Markert, Jr. of C&D: 215-619-7835
Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 Ext. 23
For immediate release
C&D TECHNOLOGIES, INC. PRICES $60 MILLION CONVERTIBLE NOTES
Blue Bell, PA--November 17, 2005-- C&D Technologies, Inc. (NYSE: CHP)
announced today the pricing of its offering of $60 million aggregate principal
amount of convertible senior notes due 2025 to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933. The notes will bear
interest at a rate of 5.25% per year. The sale of the notes to the initial
purchasers is expected to settle on November 21, 2005.
The notes will be convertible into the company's common stock under certain
circumstances at an initial conversion rate of 118.0638 per $1,000 principal
amount of the notes, which is equal to a conversion price of approximately $8.47
per share. The initial conversion price represents a premium of approximately
21% relative to the closing price of the company's common stock on the New York
Stock Exchange on November 16, 2005. The company may redeem some or all of the
notes on or after November 1, 2010 and prior to November 1, 2012, for cash at a
redemption price of 100% of the principal amount of the notes, plus accrued and
unpaid interest, if any, if in the previous 30 consecutive trading days ending
on the trading day before the date of the mailing of the provisional redemption
notice the closing sale price of its common stock exceeds 130% of the conversion
price for at least 20 trading days. The company may also redeem some or all of
the notes for cash at any time on or after November 1, 2012 at a redemption
price equal to 100% of the principal amount of the notes, plus accrued and
unpaid interests, if any.
The company has also granted the initial purchasers a 30-day option to
purchase up to an additional $15 million aggregate principal amount of notes.
The closing of the convertible notes offering is expected to occur on
November 21, 2005, and is subject to the satisfaction of customary closing
conditions.
The company intends to use all of the $57.6 million net proceeds to repay
outstanding borrowings under its existing senior secured credit facility.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
The notes, and the common stock issuable upon conversion of the notes, will
not initially be registered under the Securities Act of 1933, or any state
securities laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the Securities Act of 1933 and applicable state laws.
Forward-looking Statements:
This press release may contain forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934), which are based on management's current
expectations and are subject to uncertainties and changes in circumstances.
Words and expressions reflecting something other than historical fact are
intended to identify forward-looking statements, but are not the exclusive means
of identifying such statements. Factors that appear with the forward-looking
statements, or in the company's Securities and Exchange Commission filings
(including without limitation the company's annual report on Form 10-K for the
fiscal year ended January 31, 2005, or the quarterly and current reports filed
on Form 10-Q and Form 8-K thereafter), could cause the company's actual results
to differ materially from those expressed in any forward-looking statements made
herein.
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