Aspocomp Group Plc
CASH TENDER OFFER FOR ASPOCOMP GROUP PLC'S CONVERTIBLE BONDS
Espoo, Finland, 2011-05-24 12:30 CEST (GLOBE NEWSWIRE) —
Aspocomp Group Plc., Company Announcement, May 24, 2011 at 1:30 p.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA AND THE UNITED STATES
Aspocomp Group Plc (“Aspocomp” or the “Company”) offers to purchase all the convertible bonds issued by the Company on December 1, 2006 which entitle their holders to subscribe for shares in the Company (“Convertible Bonds” ) and which the Company has not agreed to redeem on the basis of a redemption agreement (as defined below) (the “Tender Offer”).
Background to the Tender Offer
On May 4, 2011, Aspocomp announced that it had signed a Letter of Intent with TTM Technologies, Inc. (“TTM”). The Letter of Intent was signed with TTM with a view to carry out a transaction in which TTM would pay Aspocomp EUR 14.5 million as the final payment for the receivable from the sale of Aspocomp’s subsidiary in 2007. The receivable is related to Aspocomp’s remaining holding of 20% of the shares in Meadville Aspocomp (“BVI”) Holdings Limited regarding which the parties had agreed on a call and put option. Simultaneously, it was agreed that the 10% minority holding of TTM’s subsidiary MTG (PCB) No. 2 (BVI) Limited in Aspocomp Oulu Oy would be redeemed through a share exchange, in which Aspocomp would offer 12,274,335 new shares in the Company to TTM by means of a directed issue; after the transaction, these shares would represent a holding of approximately 19.7% in Aspocomp (the “Contemplated TTM Transaction”).
In addition, Aspocomp has signed agreements that are conditional to the completion of the Contemplated TTM Transaction with the majority (69.2%) of the holders of the Convertible Bonds (“Redemption Agreement”) and with its bank lenders. The completion of the Contemplated TTM Transaction and the conditional agreements with the lenders would result in the termination of Aspocomp’s debt restructuring agreement with its bank lenders and the strengthening of its balance sheet.
The total nominal value of the Convertible Bonds is EUR 10.3 million. Subject to the completion of the Contemplated TTM Transaction, Aspocomp will use the proceeds from the receivable and its existing cash balances to repay the loan capital of its debts under the debt restructuring agreement to its bank lenders and to buy back 69.2% of its Convertible Bonds. The said loan capital, EUR 12.9 million, would be repaid by Aspocomp in full to the bank lenders, the accrued interest would be forfeited, and consequently the debt restructuring agreement would be terminated. According to the Redemption Agreement, Aspocomp will buy back its Convertible Bonds at 66.7% of the nominal value.
The above-described transactions are expected to be completed by June 30, 2011. The Letter of Intent signed with TTM will terminate if the definite agreements are not signed by June 30, 2011. The stock exchange release published by the Company on May 4, 2011 provides additional information on the above-described transactions, including their estimated impacts on Aspocomp’s financial position.
With this Tender Offer, the Company offers to buy back such Convertible Bonds that are not covered by the Redemption Agreement. Therefore, the Tender Offer is made for Convertible Bonds with a nominal value of EUR 3,170,000.
The Tender Offer
The consideration to be offered for each Convertible Bond for which the Tender Offer has been validly accepted is EUR 667 (the “Bond Consideration”). The Bond Consideration corresponds to 66.7% of the nominal value of the Convertible Bonds to which the Tender Offer applies. The Bond Consideration corresponds to the consideration for the Convertible Bonds to be received by the bond holders who have signed the Redemption Agreement. The Convertible Bonds are not traded publicly and, therefore, historical price information for the Convertible Bonds is not available.
Provided that the Tender Offer has been validly accepted as set out in its terms and conditions and the acceptance has not been validly withdrawn, the holders of the Convertible Bonds will, in addition to the Bond Consideration, be paid interest corresponding to 2.10 percent annually, calculated from the date of payment of the consideration set out in the Redemption Agreement to the date of payment of the Bond Consideration. The interest accrued pursuant to the terms and conditions of the Convertible Bonds will not be paid or otherwise compensated for in connection with the Tender Offer.
The offer period is expected to begin on June 1, 2011 and to end on June 22, 2011. However, the offer period shall end no earlier than ten days from the completion of the Contemplated TTM Transaction.
A precondition for the completion of the Tender Offer is that the requirements set forth below are fulfilled or that Aspocomp waives the fulfillment of all or some of them:
(i) All necessary permits, consents and approvals from the applicable regulatory, governmental or similar authorities for the completion of the Tender Offer have been obtained, in each case on terms that are acceptable to Aspocomp;
(ii) No final decision preventing the completion of the Tender Offer shall have been issued by any court of competent jurisdiction; and
(iii) The Contemplated TTM Transaction is completed by June 30, 2011.
On May 20, 2011, Aspocomp and its subsidiary Aspocomp Oulu Oy have agreed on the bank financing required to finance the Tender Offer. After the completion of the Contemplated TTM Transaction, the drawdown of the financing is in the control of Aspocomp.
Evli Bank Plc is the arranger of the Tender Offer.
The detailed terms and conditions of the Tender Offer will be included in the offer document, which will be published before the offer period begins.
For further information, please contact Sami Holopainen, CEO,
tel. +358 9 59 181.
ASPOCOMP GROUP PLC.
President and CEO
Aspocomp: Flexibility of product design
Aspocomp Group Plc provides services for the design and manufacture of high-tech PCBs. Aspocomp’s products are used in the electronics industry, for instance, in telecommunications networks, automobiles and many type of industrial applications.