CHC Announces Extension of Cash Tender Offer & Related Consent Solicitation for All of Its Outstanding 7 3/8% Senior Subordinate
09 July 2008 - 11:55AM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
today announced that it has extended its previously announced cash
tender offer (as amended, the "Offer") for all of its outstanding 7
3/8% Senior Subordinated Notes due 2014 (CUSIP No. 12541CAF1) (the
"Notes") and the related consent solicitation (as amended, the
"Consent Solicitation") and that the Offer and the Consent
Solicitation will now expire at midnight, New York City time, on
July 31, 2008, unless further extended or earlier terminated by CHC
(the "Expiration Date").
CHC also today announced that 6922767 Canada Inc. (the
"Purchaser"), an affiliate of a fund managed by First Reserve
Corporation, has received approval under the Investment Canada Act
to close its announced acquisition of all of the outstanding Class
A and Class B shares of CHC (such transaction referred to as the
"Arrangement"). As permitted by the Arrangement Agreement between
the Purchaser and CHC dated February 22, 2008, the Purchaser has
notified CHC that it has extended the Outside Date (as defined in
the Arrangement Agreement) to July 31, 2008. Both the Purchaser and
CHC retain the ability to extend the Outside Date from time to time
until November 19, 2008 in accordance with the terms of the
Arrangement Agreement.
Completion of the Arrangement remains subject to a number of
conditions, including receipt of transportation regulatory
approvals in Canada and Europe. CHC and the Purchaser continue
discussions with the applicable regulatory authorities and will
advise on anticipated transaction timing as information becomes
available.
The consent payment deadline for the Offer and Consent
Solicitation has now passed and withdrawal rights have terminated.
Consequently tendered Notes may no longer be withdrawn and consents
delivered may no longer be revoked. Holders of Notes who have not
already tendered their Notes may do so at any time on or prior to
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.
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.
Except as described in this press release and CHC's press
release dated June 18, 2008, the other terms of the Offer and
Consent solicitation as set forth in CHC's Offer to Purchase and
Consent Solicitation Statement dated May 27, 2008 (the "Offer to
Purchase") and the Consent and Letter of Transmittal (the "Letter
of Transmittal") remain unchanged.
As of July 8, 2008, approximately $391.3 million aggregate
principal amount of the Notes had been validly tendered and not
withdrawn pursuant to the Offer.
The completion of the Offer is not a condition 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 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 Consent
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. 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 providers 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
Chc Helicopter (NYSE:FLI)
Historical Stock Chart
From May 2024 to Jun 2024
Chc Helicopter (NYSE:FLI)
Historical Stock Chart
From Jun 2023 to Jun 2024