Final Results of the Tender Offer for Kedrion S.p.A.’s €350,000,000 3.000 per cent. Notes due 12 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Milan, 30 April 2021. Further to its announcement on 23 April 2021, Kedrion S.p.A. (“Kedrion” or the “Company”) hereby announces the results of its invitation to the holders (“Noteholders”) of its outstanding €350,000,000 3.000 per cent. Notes due 12 July 2022 (ISIN: XS1645687416) (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Offer”) up to the Maximum Acceptance Amount on the terms and subject to the satisfaction or waiver of the New Financing Condition and the other conditions set out in the tender offer memorandum dated 23 April 2021 (the “Tender Offer Memorandum”) prepared in connection with the Offer.
Capitalised terms and expressions used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
The Offer was launched by Kedrion on 23 April 2021, as announced on the same date and was made on the terms and subject to the conditions set out in the Tender Offer Memorandum. The Company will not publish an announcement on the indicative results of the Offer.
At the Expiration Deadline, €279,285,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Offer.
The Company hereby announces that, subject to satisfaction of the New Financing Condition on the Settlement Date, it has decided to accept for purchase Notes validly tendered pursuant to the Offer for a total aggregate principal amount equal to €149,991,000, being the Maximum Acceptance Amount. The Pro-Ration Factor applied by the Company for acceptances of validly tendered Notes is 57.3999%. The nominal amount of the Notes which remain outstanding is €200,009,000.
On 29 April 2021, the Company has entered into (i) a purchase agreement (the “Purchase Agreement”) in relation to €410 million senior secured bonds due 2026 and (ii) a €240 million credit facilities agreement (the “Credit Facilities Agreement”).
The purchase by the Company of any Notes pursuant to the Offer is conditional upon the Purchase Agreement and the Credit Facilities Agreement remaining in full force and effect as at the Settlement Date.
The total amount that will be paid to each Noteholder on the Settlement Date for each Note validly tendered and accepted for purchase, subject to the Pro-Ration Factor, from such Noteholder will be a fixed purchase price of 103% of the principal amount of such Note (being €1,030 per €1,000 in principal amount of such Note). The Company will also pay Accrued Interest equal to 2.4493% of the principal amount of each Note accepted by the Company for purchase in the Offer.
The settlement date (“Settlement Date”) for the Offer is 6 May 2021.
BNP Paribas and J.P. Morgan AG are Lead Dealer Managers and Crédit Agricole Corporate and Investment Bank, Intesa Sanpaolo S.p.A., Mediobanca – Banca di Credito Finanziario S.p.A., Natixis and UniCredit Bank AG are Joint Dealer Managers for the Offer, and Lucid Issuer Services Limited acts as Tender Agent.
This announcement shall be read in conjunction with the Tender Offer Memorandum containing the terms and conditions of the Offer.
LEAD DEALER MANAGERS
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: [email protected]
J.P. Morgan AG
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Telephone: +44 207 134 4353
Attention: EMEA Liability Management Group
Email: [email protected]
JOINT DEALER MANAGERS
Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
92547Montrouge Cedex
France
Telephone: +44 207 214 5903
Attention: Liability Management
Email: [email protected]
Intesa Sanpaolo S.p.A.
Divisione IMI Corporate & Investment Banking
Via Manzoni 4
20121 Milan
Italy
Telephone: +39 02 72 61 2726/4755
Attention: Liability Management Group
Email: [email protected]
Mediobanca – Banca di Credito Finanziario S.p.A.
Piazzetta E. Cuccia, 1
20121 Milan
Italy
Telephone: +39 02 88291
Attention: Debt Capital Markets [email protected]
Natixis
30 avenue Pierre Mendès – France
75013 Paris
France
Telephone: +33 158550556; +39 (0)2 00 66 71 54
Attention: Liability Management
Email: [email protected]
UniCredit Bank AG
Arabellastrasse 12
81925 Munich
Germany
Telephone: +39 02 8862 0581; +49 8937 818825
Attention: DCM Italy; Liability Management
Email: [email protected]; [email protected]
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works 12 Argyle Walk
London WC1H 8HA United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Jacek Kusion
Email: [email protected]
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
