Sybron Dental Specialties Announces Early Results and the Pricing Terms in Connection with its Tender Offer and Consent Solicit
07 June 2006 - 10:00PM
PR Newswire (US)
NEWPORT BEACH, Calif., June 7 /PRNewswire-FirstCall/ -- Sybron
Dental Specialties, Inc. (the "Company") announced today the
pricing terms of its previously announced tender offer and consent
solicitation (the "Offer") for any and all of its outstanding
$150,000,000 aggregate principal amount of 8- 1/8% Senior
Subordinated Notes due 2012 (CUSIP No. 871142AB1) (the "Notes")
pursuant to the Offer to Purchase and Consent Solicitation
Statement dated May 23, 2006. In addition, the Company announced
today that as of 5:00 p.m., New York City time, on June 6, 2006
(the "Consent Payment Deadline"), which was the deadline for
holders to tender their Notes in order to receive the consent
payment in connection with the Offer, it had received tenders and
consents from holders of $148.4 million in aggregate principal
amount of the Notes, representing approximately 98.9% of the total
outstanding principal amount of the Notes. The total consideration
for each $1,000 principal amount of Notes validly tendered and not
withdrawn prior to the Consent Payment Deadline is $1,062.44, which
includes a consent payment of $30.00 per $1,000 principal amount of
Notes. The total consideration was determined by reference to a
fixed spread of 50 basis points over the yield of the 3-1/2% U.S.
Treasury Note due May 31, 2007, which was calculated at 2:00 p.m.,
New York City time, on June 6, 2006. The reference yield and tender
offer yield are 5.086% and 5.586%, respectively. Holders whose
Notes are validly tendered and not withdrawn on or before the
Consent Payment Deadline and are accepted for purchase by the
Company will receive accrued and unpaid interest on the Notes up
to, but not including, the payment date for the Offer, which is
expected to be on June 21, 2006. Holders whose Notes are validly
tendered after the Consent Payment Deadline, but on or prior to
12:00 midnight, New York City time, on June 20, 2006 (the
"Expiration Date") and accepted for purchase by the Company will
receive the tender offer consideration of $1,032.44 per $1,000
principal amount of Notes tendered, but will not receive the
consent payment, and will receive accrued and unpaid interest on
the Notes up to, but not including, the payment date for the Offer.
This press release constitutes the announcement of the pricing
terms of the tender offer and consent solicitation as described in
the Offer to Purchase and Consent Solicitation Statement.
Furthermore, the amount tendered constitutes a majority in
principal amount of the outstanding Notes and thus represents a
sufficient number of consents required to approve certain
amendments to the indenture governing the Notes. The supplemental
indenture effecting the proposed amendments, as described in the
Offer to Purchase and Consent Solicitation Statement, to the
indenture governing the Notes will be executed promptly and the
amendments of the indenture will become effective upon acceptance
by the Company of the Notes tendered for purchase. The tender offer
remains open and is scheduled to expire on the Expiration Date,
unless extended. The complete terms and conditions of the tender
offer and consent solicitation are described in the Offer to
Purchase and Consent Solicitation Statement of the Company dated
May 23, 2006, copies of which may be obtained by contacting Global
Bondholder Services Corporation, the information agent for the
offer, at (212) 430-3774 (collect) or (866) 873-5600 (U.S.
toll-free). Banc of America Securities LLC is the exclusive dealer
manager and solicitation agent for the tender offer and consent
solicitation. Additional information concerning the tender offer
and consent solicitation may be obtained by contacting Banc of
America Securities LLC, High Yield Special Products, at (704)
388-4813 (collect) or (888) 292-0070 (U.S. toll-free) This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any Notes or other securities, nor shall there be
any sale of any Notes or other securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This announcement is also
not an offer to purchase, a solicitation of an offer to purchase or
a solicitation of consents with respect to any Notes or other
securities. The tender offer and consent solicitation are being
made solely by the Offer to Purchase and Consent Solicitation
Statement dated May 23, 2006. BUSINESS DESCRIPTION Sybron Dental
Specialties, a subsidiary of Danaher Corporation, is a leading
manufacturer of both a broad range of value-added products for the
dental profession, including the specialty markets of orthodontics,
endodontics and implantology, and a variety of infection prevention
products for use by the medical profession. DATASOURCE: Danaher
Corporation CONTACT: Andy Wilson, Vice President, Investor
Relations, of Danaher Corporation, +1-202-828-0850, or Fax:
+1-202-828-0860 Web site: http://www.danaher.com/
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