HOOFDDORP, Netherlands – 18 March 2014 – CEVA Group Plc (“CEVA” or the “Company”) announced today that, in connection with its previously announced cash tender offers (the “Tender Offers”) and consent solicitations (the “Consent Solicitations”) made pursuant to the Offer to Purchase and Consent Solicitation Statement dated 4 March 2014, as supplemented by Supplement No. 1 thereto dated 13 March 2014 (the “Statement”), it has received tenders and consents as of 5:00 p.m., New York City time, on 17 March 2014 (the “Consent Date”), of (i) an aggregate principal amount of $508,445,000 of its 8.375% Senior Secured Notes due 2017 (the “8.375% Notes”), representing approximately 90.4% of the outstanding principal amount, (ii) an aggregate principal amount of $208,050,000 of its 11.625% Senior Secured Notes due 2016 (the “11.625% Notes” and, together with the 8.375% Notes, the “Existing Secured Notes”), representing approximately 99.1% of the outstanding principal amount and (iii) an aggregate principal amount of $12,190,001 of its 11.5% Junior Priority Senior Secured Notes due 2018 (the “Unsecured Notes” and, together with the Existing Secured Notes, the “Notes”), representing 100% of the outstanding principal amount.
Based on the tenders and consents received, the Company has received the requisite consents necessary for the adoption of proposed amendments (the “Proposed Amendments”) to (a) the indentures governing the Existing Secured Notes, which will eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in such indentures, provide for the release of all of the liens on the collateral securing the Existing Secured Notes and reduce from 30 days to three business days the minimum notice period for optional redemptions under such indentures and (b) the indenture governing the Unsecured Notes, which will reduce from 30 days to three business days the minimum notice period for optional redemptions under such indenture.
In conjunction with receiving the requisite consents, the Company, the guarantors party to the applicable indentures and The Bank of New York Mellon, as trustee under the indentures governing the Existing Secured Notes, and Wilmington Trust, National Association, as trustee under the indenture governing the Unsecured Notes, are executing the applicable supplemental indentures with respect to each indenture governing the Notes implementing the applicable Proposed Amendments. The supplemental indentures will become effective upon execution, but the Proposed Amendments will not become operative until the first Applicable Early Payment Date (as defined in the Statement), which is expected to be 19 March 2014.
Holders who validly tendered their Notes and delivered their consents (and did not validly withdraw such Notes or revoke such consents) on or prior to the Consent Date are eligible to receive the applicable total consideration. A holder's right to validly withdraw tendered Notes and validly revoke delivered consents expired on the Consent Date. The Company's obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) and consents validly delivered (and not validly revoked), pursuant to the Statement, is subject to, and conditioned upon, certain conditions, including: (a) the receipt by the Company of the proceeds from the issuance of an aggregate principal amount of new debt acceptable to the Company in its sole discretion to permit the closing of the Tender Offers and Consent Solicitations and the redemption of any Notes that may remain outstanding after the expiration date of the Tender Offers and Consent Solicitations; (b) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of each series of Notes to the Proposed Amendments, which condition has been satisfied; (c) the execution of the supplemental indentures giving effect to the Proposed Amendments, which condition has been satisfied; and (d) the satisfaction of other general conditions set forth in the Statement.
Upon acceptance by the Company, holders who validly tendered (and did not validly withdraw) their Notes on or prior to the Consent Date will receive: (i) with respect to the 8.375% Notes, total consideration of $1,067.50 per $1,000 principal amount of such Notes, which includes $1,037.50 as the tender offer consideration and $30 as a consent payment, (ii) with respect to the 11.625% Notes, total consideration of $1,064.50 per $1,000 principal amount of such Notes, which includes $1,034.50 as the tender offer consideration and $30 as a consent payment and (iii) with respect to the Unsecured Notes, total consideration of $1,063.75 per $1,000 principal amount of such Notes, which includes $1,033.75 as the tender offer consideration and $30 as a consent payment. In addition, accrued interest up to, but not including, the first Applicable Early Payment Date, will be paid in cash on all Notes validly tendered and accepted by the Consent Date.
Any Notes not tendered and purchased pursuant to the Tender Offers will remain outstanding, and the holders thereof will be bound by the Proposed Amendments contained in the applicable supplemental indenture even though they have not consented to the Proposed Amendments. The Company intends to redeem any Notes that remain outstanding after the consummation of the Tender Offers in accordance with the terms of the applicable indenture.
None of CEVA, the dealer manager and solicitation agent, the tender agent or any other person makes any recommendation as to whether holders should tender their Notes or provide the related consents, and no one has been authorized to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and if they so decide, the principal amount of the Notes to tender.
Credit Suisse Securities (USA) LLC is acting as dealer manager and solicitation agent for the Tender Offers and Consent Solicitations. Questions regarding the Tender Offers or Consent Solicitations may be directed to Credit Suisse at (212) 538-2147 (Collect) or (800) 820-1653 (Toll Free). Holders who desire a copy of the Statement and the related consent and letter of transmittal should contact the tender agent, D.F. King & Co., Inc., at (800) 714-3312 (Toll-Free) or (212) 269-5550 (Collect).
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful and is not, and shall not constitute, an offer, solicitation or solicitation of any offer to purchase of any securities. The Tender Offers and Consent Solicitations are being made only through and subject to the terms and conditions set forth in the Statement and the related consent and letter of transmittal. Holders of the Notes should read carefully such documents before making any decision with respect to the Tender Offers and Consent Solicitations. The Tender Offers and Consent Solicitations are not being made to holders of 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. For more information please contact:
CEVA Making Business Flow CEVA, one of the world’s leading non-asset based supply chain management companies, designs and implements industry leading solutions for large and medium-size national and multinational companies. Approximately 44,000 employees in more than 170 countries are dedicated to delivering effective and robust supply chain solutions across a variety of sectors where CEVA applies its operational expertise to provide best-in-class services across its integrated network. For more information, please visit www.cevalogistics.com
Safe Harbor Statement: This news release may contain forward-looking statements. These statements include, but are not limited to, discussions regarding industry outlook, the Company’s expectations regarding the performance of its business, its liquidity and capital resources, its guidance for 2014 and beyond, and the other non-historical statements. These statements can be identified by the use of words such as “believes” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar expressions. All forward-looking statements are based on management’s current expectations and beliefs only as of the date of this press release and, in addition to the assumptions specifically mentioned in the above paragraphs, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the effect of local and national economic, credit and capital market conditions, a downturn in the industries in which we operate (including the automotive industry and the airfreight business), risks associated with the Company’s global operations, fluctuations and increases in fuel prices, the Company’s substantial indebtedness, restrictions contained in its debt agreements and risks that it will be unable to compete effectively. Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results, is contained in the Company’s annual and quarterly reports, available on the Company’s website, which investors are strongly encouraged to review. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. CEVA disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.