CHC Helicopter Corporation Announces Receipt of Requisite Consents in Its Cash Tender Offer and Related Consent Solicitation for
25 June 2008 - 11:05PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
today announced that approximately 98% of its outstanding 7 3/8%
Senior Subordinated Notes due 2014 (CUSIP No. 12541CAF1) (the
"Notes") had been validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on June 24, 2008, pursuant to its
previously announced cash tender offer (as amended hereby, the
"Offer") for all of its outstanding Notes and the related consent
solicitation (as amended hereby, the "Consent Solicitation").
Accordingly, CHC has now received the requisite consents from
holders of Notes to approve the proposed amendments that are the
subject of the Consent Solicitation.
It is expected that the supplemental indenture effecting the
proposed amendments will be executed shortly. The supplemental
indenture will become effective immediately upon its execution and
delivery but the proposed amendments will only become operative
immediately prior to the acceptance for payment of all Notes that
are validly tendered (and not withdrawn) pursuant to the Offer.
The consent payment deadline for the Offer and Consent
Solicitation has now passed and withdrawal rights have terminated.
Holders of Notes who have not already tendered their Notes may do
so at any time on or prior to midnight, New York City time, on July
9, 2008 (unless extended or earlier terminated by the Company, the
"Expiration Date"), but such holders will only be eligible to
receive the tender offer consideration, of $1,035 per $1,000
principal amount of Notes.
In each case, holders whose Notes are accepted for payment in
the Offer will receive accrued and unpaid interest in respect of
such purchased Notes from the last interest payment date to, but
not including, the payment date for Notes purchased in the
Offer.
The Offer and Consent Solicitation are made upon the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated May 27, 2008 (the "Offer to
Purchase"), and the related Consent and Letter of Transmittal, as
amended by the press release issued by CHC on June 18, 2008.
The Offer and the Consent Solicitation are being made in
connection with a previously announced arrangement agreement that
provides for the acquisition of all of CHC's outstanding Class A
Subordinate Voting Shares and Class B Multiple Voting Shares by
6922767 Canada Inc., an affiliate of a fund managed by First
Reserve Corporation (such transaction referred to herein as the
"Arrangement"). The completion of the Offer and the receipt of the
requisite Consents are not conditions to completion of the
Arrangement or the financing thereof.
The Offer and the Consent Solicitation are subject to the
satisfaction or waiver of certain conditions, including receipt of
Consents sufficient to approve the proposed amendments and the
closing of the Arrangement having occurred, or such Arrangement
occurring substantially concurrent with the Expiration Date. The
Offer to Purchase contains important information which should be
read carefully before any decision is made with respect to the
Offer.
CHC has retained Morgan Stanley & Co. Incorporated to act as
Dealer Manager and Solicitation Agent in connection with the Offer
and the Consent Solicitation. Morgan Stanley & Co. Incorporated
may perform the services contemplated by the Offer and the
Solicitation in conjunction with its affiliates (including, without
limitation, its affiliates incorporated under the federal laws of
Canada). Persons with questions regarding the Offer or the Consent
Solicitation should contact Morgan Stanley & Co. Incorporated
at (800) 624-1808 (toll-free) or (212) 761-1941 (collect). Persons
residing or incorporated in Canada should contact Morgan Stanley
Canada Limited at (416) 943-8417. The Offer to Purchase and other
documents relating to the Offer and the Consent Solicitation are
expected to be distributed to holders of the Notes beginning today.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212)
269-5550 (banks and brokers, call collect) or (888) 869-7406 (all
others, call toll-free).
This release is for informational purposes only and is neither
an offer to purchase, a solicitation of an offer to sell the Notes
nor a recommendation regarding the Offer and/or Consent
Solicitation. Holders should seek legal advice from an independent
financial advisor as to the suitability of the transactions
described herein for the individual concerned. The Offer and the
Consent Solicitation are not being made to holders of the Notes 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 securities laws
or blue sky laws require the Offer and the Consent Solicitation to
be made by a licensed broker or dealer, the Offer and the Consent
Solicitation will be deemed to be made on behalf of CHC by the
Dealer Manager and Solicitation Agent, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements. While these statements represent CHC's best current
judgment, the actual results could differ materially from the
conclusion, forecast or projection contained in the forward-looking
information. Certain material factors or assumptions were applied
in making the forward-looking statements. Such factors include, but
are not limited to, the following: the risk that the Arrangement
and the related financing are not completed on the terms
contemplated (if at all), exchange rate fluctuations, inherent
risk, trade credit risk, industry exposure, inflation, contract
loss, inability to maintain government issued licenses, inability
to obtain necessary aircraft or insurance, competition, political,
economic and regulatory uncertainty, loss of key personnel, pension
risk, work stoppages due to labor disputes, international
uncertainty and impact of any future material acquisitions, all as
further detailed in CHC's Annual Report on Form 20-F/A, in CHC's
management information circular furnished to the U.S. Securities
and Exchange Commission by CHC on Form 6-K on April 4, 2008 and in
other filings with the U.S. Securities and Exchange Commission and
Canadian securities regulators. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual outcomes may vary materially from those
indicated. CHC disclaims any intentions or obligations to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws.
About CHC
CHC is one of the world's largest provider of helicopter
services to the global offshore oil and gas industry, with aircraft
operating in more than 30 countries worldwide.
Contacts: CHC Helicopter Corporation Sylvain Allard President
and Chief Executive Officer (604) 279-2455 or (604) 307-8646 Email:
sallard@chc.ca CHC Helicopter Corporation Rick Davis Senior Vice
President and Chief Financial Officer (604) 279-2471 or (778)
999-0314 Email: rdavis@chc.ca Website: www.chc.ca
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