Exhibit 99.1
DYNAMIC DETAILS, INCORPORATED ANNOUNCES TENDER OFFER FOR 10% SENIOR
SUBORDINATED NOTES DUE 2005
Dynamic Details, Incorporated (the "Company") today announced that it has
commenced a tender offer for any and all of the $100 million aggregate
outstanding principal amount of its 10% senior subordinated notes due 2005 (the
"Notes"). The Company is also soliciting the consent of the holders of the
Notes to amend the indenture under which the Notes were issued. The tender
offer and consent solicitation are subject to the terms and conditions set forth
in the Company's Offer to Purchase and Consent Solicitation Statement dated
February 8, 2001 (the "Statement") which is being mailed to the holders of the
Notes on or about February 8, 2001. The consent solicitation will expire at
5:00 p.m., New York City time, on February 23, 2001, unless extended (the
"Consent Date"). The tender offer will expire at 12:00 noon, New York City
time, on March 9, 2001, unless extended (the "Expiration Date").
Holders tendering their Notes will be required to consent to certain
proposed amendments, which will amend or eliminate certain of the restrictive
covenants, certain events of default and certain other related provisions from
the indenture governing the Notes. The tender offer and consent solicitation
are conditioned on (1) the consummation by the Company's ultimate parent, DDi
Corp., of a public offering (the "Public Offering") of its common stock and
convertible subordinated notes pursuant to a Registration Statement on Form S-1,
as amended, filed with the Securities and Exchange Commission (No. 333-54730),
(2) the receipt of consents from the holders of a majority of the aggregate
principal amount of Notes outstanding with respect to the proposed amendments
and (3) the receipt of consent from the senior lenders under the Company's
credit facility, among other conditions. If all the conditions to the tender
offer are met, as more fully described in the Statement, DDi Corp. intends to
use a portion of the proceeds from the Public Offering to allow the Company to
repurchase the Notes.
In the event that any Notes are accepted for purchase pursuant to the
tender offer and the proposed amendments to the indenture become operative, the
Company will make a consent payment of $25.00 per $1,000 principal amount of
Notes for the consents that have been validly delivered on or prior to the
Consent Date and not validly revoked (the "Consent Payment").
The consideration for each $1,000 principal amount of Notes validly
tendered after the Consent Date and on or prior to the Expiration Date and not
validly revoked will be equal to (i) the present value on the date of payment of
$1,050.00 (the amount payable on November 15, 2001, the earliest redemption
date) and all future interest payments payable up to the earliest redemption
date, determined on the basis of a yield to the earliest redemption date equal
to the sum of (x) the yield on the 7 1/2% U.S. Treasury Note due November 15,
2001, as calculated by the Dealer Manager in accordance with standard market
practice, based on the bid price for such security as of 2:00 p.m. New York City
time, on the second business day immediately preceding the Expiration Date, plus
(y) 75 basis points, minus (ii) accrued and unpaid interest to, but not
including, the date of payment, payable on that date and minus (iii) the Consent
Payment (the "Tender Offer Consideration").
The Tender Offer Consideration and the Consent Payment will be paid as
promptly as possible following the Expiration Date. Holders who validly tender
their Notes and validly deliver consents on or prior to the Consent Date will
receive the Tender Offer Consideration and the Consent Payment. Holders who
validly tender their Notes subsequent to the Consent Date and on or prior to the
Expiration Date will receive only the Tender Offer Consideration and will not
receive the Consent Payment. A holder who validly tenders Notes will be deemed
to have validly tendered its consent. A holder may not deliver its consent
without validly tendering its Notes. The Company may amend, extend or terminate
the tender offer and consent solicitation at any time.
If the requisite consents are obtained and the proposed amendments to the
indenture become effective, any Notes not tendered and accepted for payment will
not have the benefit of certain restricted covenants, events of default and
other related provisions of the indenture that will be eliminated or amended by
the proposed amendments.
JP Morgan, a division of Chase Securities Inc., is the Dealer Manager for
the tender offer and the consent solicitation. The Depositary is State Street
Bank and Trust Company. Questions or requests for assistance may be directed to
JP Morgan (telephone: (800) 245-8812). Requests for documentation may be
addressed to Georgeson Shareholder Communications Inc., the Information Agent
(telephone: (800) 223-2064 or, if a bank or broker, (212) 440-9800 (collect)).
Dynamic Details, Incorporated, an operating subsidiary of DDi Corp.,
provides electronics design, development and manufacturing services to original
equipment manufacturers and to other providers of electronics manufacturing
services. The Company specializes in providing technologically advanced
services to its customers on a short turnaround basis, often providing custom-
designed printed circuit boards to its customers in as little as twenty-four
hours. Dynamic Details, Incorporated is located in Anaheim, CA. and may be
contacted at (714) 688-7200, Attn: Timothy Donnelly.
This press releases issued by Dynamic Details, Incorporated contain
information about future expectations, plans and prospects that may constitute
forward-looking statements for purposes of the Safe Harbor provisions under the
Private Securities Litigation Reform Act of 1995. Actual results or
developments may differ materially from those projected or implied in the
forward-looking statements. More information about the risks and challenges
faced by Dynamic Details, Incorporated is contained in the Securities and
Exchange Commission filings made by Dynamic Details, Incorporated and its
affiliates.
The tender offer and consent solicitation for the Notes are made only by
the Offer to Purchase and Consent Solicitation Statement dated February 8, 2001.
A registration statement relating to these securities offered by DDi Corp.
described above has been filed with the Securities and Exchange Commission but
has not yet become effective. The DDi securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of any securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Source: Dynamic Details, Incorporated