12.11.2008 23:45:00
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DRS Technologies Announces Commencement of Offer to Purchase Its 2% Convertible Senior Notes
DRS Technologies, Inc. today announced that, as a result of its merger with Finmeccanica S.p.A. (FNC.MI) consummated on October 22, 2008, it has commenced an offer to purchase any or all of its outstanding 2% Convertible Senior Notes due 2026 in accordance with the indenture governing the Notes. This offer is scheduled to expire at 5:00 p.m. EST on December 11, 2008, unless extended.
In the Notice of Fundamental Change and Offer to Purchase issued today, DRS Technologies notified the holders of the Notes that the merger resulted in a "fundamental change,” as defined in the indenture, and that each holder has the right to require DRS to purchase such Notes. Pursuant to the Offer to Purchase, a holder who validly tenders and does not withdraw his Notes prior to 5:00 p.m. EST on December 11, 2008 will be entitled to receive cash equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. DRS has designated December 12, 2008 as the fundamental change purchase date.
The Notes currently are convertible. Holders may convert any outstanding Notes into cash and will be entitled to receive $1,356.7824 of cash for each $1,000 principal amount of the Notes based on the conversion rate of 16.7504 that was in effect on the effective date of the merger and the $81.00 price per share payable in the merger. If, however, a holder converts his Notes on or before the fundamental change purchase date, (December 12, 2008), the conversion rate will be increased by 0.5371 to 17.2875, resulting in the holder receiving an additional $43.5051 of cash per $1,000 principal amount of the Notes, or $1,400.2875 of cash per $1,000 principal amount of the Notes. For the Notes tendered pursuant to the Offer to Purchase, DRS estimates that the amount holders will be entitled to receive, including accrued and unpaid interest to, but excluding, the currently scheduled fundamental change purchase date, will be approximately $1,007.22 per $1,000 principal amount of the Notes.
Questions regarding the process for tendering the Notes pursuant to the Offer to Purchase should be directed to The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, phone (212) 815-5722. Questions regarding the Offer to Purchase and requests to obtain a copy should be directed to DRS Technologies, Inc., Attention: Investor Relations Department, 5 Sylvan Way, Parsippany, New Jersey 07054, phone (973) 898-1500.
None of the representatives or employees of DRS Technologies, Inc., the subsidiary guarantors of the Notes, Finmeccanica S.p.A. or The Bank of New York Mellon makes any recommendations as to whether or not holders should tender their Notes pursuant to the offer, and no one has been authorized by any of them to make such recommendations.
Neither the Offer to Purchase nor this press release constitutes an offer to buy or the solicitation of an offer to sell the Notes in any circumstances or jurisdiction in which such offer or solicitation is unlawful.
Holders of the Notes should read carefully the Offer to Purchase sent by DRS Technologies today, as it contains important information as to the procedures and timing for tendering the Notes.
About DRS Technologies
DRS Technologies, headquartered in Parsippany, New Jersey, is a leading supplier of integrated products, services and support to military forces, government agencies and prime contractors worldwide. For more information about DRS Technologies, please visit www.drs.com.
About Finmeccanica
Headquartered in Italy, Finmeccanica is a leading global high-technology company with core competencies in the design and manufacture of helicopters, civil and military aircraft, aero structures, satellites, space infrastructure, missiles, defense electronics and security. The company employs more than 70,000 people worldwide. For more information about Finmeccanica, please visit www.finmeccanica.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to DRS Technologies’ expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under the federal securities laws. These statements may contain words such as "may,” "will,” "intend,” "plan,” "project,” "expect,” "anticipate,” "could,” "should,” "would,” "believe,” "estimate,” "contemplate,” "possible” or similar expressions. These statements are not guarantees of DRS Technologies’ future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation, demand and competition for DRS Technologies’ products and other risks or uncertainties detailed in DRS Technologies’ U.S. Securities and Exchange Commission filings, which DRS Technologies now files on a voluntary basis. Given these uncertainties, you should not rely on forward-looking statements. Such forward-looking statements speak only as of the date on which they were made, and DRS Technologies undertakes no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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