Mercury Interactive Corporation Amends Consent Solicitations From Convertible Note Holders
19 October 2005 - 11:01PM
PR Newswire (US)
MOUNTAIN VIEW, Calif., Oct. 19 /PRNewswire-FirstCall/ -- Mercury
Interactive Corporation ("Mercury") previously announced that it is
soliciting consents from the holders of its $300 million aggregate
principal amount of 4.75% Convertible Subordinated Notes due 2007
(the "2007 Notes") and from the holders of its $500 million
aggregate principal amount of Zero Coupon Senior Convertible Notes
due 2008 (the "2008 Notes"). In each case, Mercury is requesting a
limited waiver, until March 31, 2006, of any default or event of
default arising from Mercury's failure to file with the Securities
and Exchange Commission and furnish to the holders of notes, those
reports required to be filed under the Securities Exchange Act of
1934. Mercury announced today that it is amending the terms of the
consent solicitations and extending the expiration dates thereof.
Mercury is offering holders of the 2007 Notes a consent fee of
$25.00 for each $1,000 principal amount of 2007 Notes. Mercury is
offering holders of the 2008 Notes an optional put right pursuant
to which Mercury shall be required to repurchase the 2008 Notes, at
the option of the holder, on November 30, 2006 at a repurchase
price equal to 107.25% of the principal amount. The put right will
be effected pursuant to a supplement to the indenture governing the
2008 Notes. The amended offers supersede the October 7, 2005
offers. The consent solicitations will expire at 5:00 p.m., Eastern
Standard Time in the United States, on October 25, 2005, unless
extended. Holders of 72.2% of the outstanding aggregate principal
amount of 2007 Notes have either submitted letters of consent or
entered into written agreements with Mercury pursuant to which they
have agreed to deliver executed letters of consent on or prior to
the consent expiration date. Holders of 59.5% of the outstanding
aggregate principal amount of 2008 Notes have entered into written
agreements with Mercury pursuant to which they have agreed to
deliver executed letters of consent on or prior to the consent
expiration date. Holders may tender their consents to the
Tabulation Agent at any time before the expiration date. Mercury
has retained MacKenzie Partners, Inc. to serve as its Tabulation
Agent for the consent solicitation. Questions concerning the terms
of the consent solicitation and requests for documents should be
directed to MacKenzie Partners, Inc., 105 Madison Avenue, New York,
New York 10016, Attention: Jeanne Carr or Simon Coope, (212)
929-5500 (call collect) or (800) 322-2885 (toll-free). Mercury has
also retained Chanin Capital Partners as a financial advisor for
the consent process. This announcement is not an offer to purchase
or sell, a solicitation of an offer to purchase or sell or a
solicitation of consents with respect to any securities. The
solicitation of the holders of the 2007 Notes is being made solely
pursuant to the Consent Solicitation Statement dated October 7,
2005, as amended by the Supplement to the Consent Solicitation
Statement dated October 19, 2005, and the corresponding Letter of
Consent. The solicitation of the holders of the 2008 Notes is being
made solely pursuant to Amendment No. 1 to the Consent Solicitation
Statement dated October 19, 2005 and Amendment No. 1 to the
corresponding Letter of Consent. Notwithstanding Mercury's
intention to seek waivers, no assurance can be given that an event
of default under the indentures will not occur in the future. About
Mercury Mercury Interactive Corporation (NASDAQ:MERQE), the global
leader in business technology optimization (BTO) software, is
committed to helping customers optimize the business value of
information technology. Founded in 1989, Mercury conducts business
worldwide and is one of the largest enterprise software companies
today. Mercury provides software and services for IT Governance,
Application Delivery, and Application Management. Customers
worldwide rely on Mercury offerings to govern the priorities,
processes and people of IT and test and manage the quality and
performance of business-critical applications. Mercury BTO
offerings are complemented by technologies and services from global
business partners. For more information, please visit
http://www.mercury.com/. Forward Looking Statements The press
release contains "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties concerning Mercury's expected financial performance,
as well as Mercury's future business prospects and product and
service offerings. Mercury's actual results may differ materially
from the results predicted or from any other forward-looking
statements made by, or on behalf of, Mercury and reported results
should not be considered as an indication of future performance.
Potential risks and uncertainties include, among other things: 1)
the results of the Special Committee investigation, 2) expectations
as to the timing of the completion of the Special Committee
investigation, the Company's review, restatement and filing of its
historical financial statements and the filing of its Form 10-Q for
the second and third quarters of fiscal year 2005, 3) the impact
related to the expensing of stock options and stock purchases under
Mercury's employee stock purchase program under Financial
Accounting Standards Board's Statement 123 including, without
limitation, the impact of the restatement, 4) the possibility that
the trustee for the Notes or the holders of at least 25% of the
outstanding principal amount of the Notes may, following expiration
of a 60 day cure period, cause acceleration of repayment of the
entire principal amount and accrued interest on the Notes, 5) the
nature and scope of the ongoing SEC investigation, 6) the
possibility that Company will not file its quarterly reports on
Form 10-Q for the periods ended June 30, 2005 and September 30,
2005 and all required restated and other financial statements for
previous periods and that the Nasdaq Listing Qualifications Panel
may not grant the Company's request for a further extension to
regain compliance with Nasdaq listing qualifications, in which case
the Company's common stock would be delisted from the Nasdaq
National Market, and 7) the additional risks and important factors
described in Mercury's SEC reports, including the Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2005, which is
available at the SEC's website at http://www.sec.gov/. All of the
information in this press release is made as of October 19, 2005,
and Mercury undertakes no duty to update this information. NOTE:
Mercury, Mercury Interactive and the Mercury logo are trademarks of
Mercury Interactive Corporation and may be registered in certain
jurisdictions. Other product and company names are used herein for
identification purposes only, and may be trademarks of their
respective companies. DATASOURCE: Mercury Interactive Corporation
CONTACT: investors, Michelle Ahlmann, +1-650-603-5200, or press,
Dave Peterson, +1-650-603-5200, both of Mercury Interactive
Corporation Web site: http://www.mercury.com/
Copyright
Mercury Interactive (NASDAQ:MERQE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Mercury Interactive (NASDAQ:MERQE)
Historical Stock Chart
From Jul 2023 to Jul 2024