PHILADELPHIA, July 8, 2014 /PRNewswire/ -- Crown Holdings,
Inc. (NYSE: CCK) (the "Company") today announced the early
settlement date and the results of the early tender period for its
previously announced tender offer (the "Offer") to purchase any and
all of Crown European Holdings S.A.'s €500 million of outstanding
senior unsecured notes due 2018 with ISIN codes XS0511127929 and
XS0511127689 (the "2018 Notes").
As of 5:00 p.m., Central European
time, on July 7, 2014, the previously
announced early tender deadline (the "Early Tender
Deadline"), according to information provided by the tender
agent, €357,976,000 principal amount of the 2018 Notes,
representing 71.60% of the principal amount outstanding, had been
validly tendered and not validly withdrawn. The Company has
accepted for purchase all such 2018 Notes. Holders of such
2018 Notes will receive €1,042.21 per €1,000 principal amount of
the 2018 Notes, plus any accrued and unpaid interest up to, but not
including, the early settlement date. The early settlement
date for such 2018 Notes is expected to be July 9, 2014.
The Offer will expire at 5:00
p.m., Central European time, on July
22, 2014, unless extended (the "Expiration Time").
Holders of 2018 Notes that are validly tendered after the Early
Tender Deadline but before the Expiration Time, will receive
€1,022.21 per €1,000 principal amount of the 2018 Notes, plus any
accrued and unpaid interest up to, but not including, the final
settlement date.
The Offer is subject to the satisfaction or waiver of various
conditions described in the Offer to Purchase, dated June 23, 2014 (the "Offer to Purchase").
The Offer is not contingent upon the tender of any minimum
principal amount of 2018 Notes. The Company reserves the
right to waive any one or more of the conditions at any time.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The Offer is made only
pursuant to the Offer to Purchase and related materials. Requests
for information and questions regarding the Offer should be
directed to BNP Paribas, at +44 20 7595 8668, or The Royal Bank of
Scotland plc, at +44 20 7085 5991,
the dealer managers for the Offer, or to Lucid Issuer Services
Limited, at +44 7704 0880 or at crown@lucid-is.com, the information
and tender agent for the Offer.
Copies of the Offer to Purchase may be obtained at no charge
from Lucid Issuer Services Limited by calling the number or
emailing the email address provided above. None of the Company, its
board of directors or management, Crown European Holdings, the
guarantors of the 2018 Notes, the dealer managers, the information
and tender agent nor any of their respective affiliates makes any
recommendation to any holder of 2018 Notes as to whether or not to
tender 2018 Notes and no one has been authorized by any of them to
make such a representation. Holders of 2018 Notes must make their
own decision as to whether to tender 2018 Notes, and, if so, the
principal amount of 2018 Notes to tender.
Any extension, amendment or termination of the Offer by the
Company will be followed as promptly as practicable by announcement
published by the Company through a recognized financial news
service or services (such as Reuters or Bloomberg) as selected by
the Company.
As previously announced, to the extent not repurchased in the
Offer or otherwise, the Company intends to redeem the 2018 Notes at
a redemption price equal to the principal amount of 2018 Notes
redeemed plus a "make-whole" premium as of, and accrued and unpaid
interest up to, but not including, July 27,
2014 (the "Redemption Date"). Upon completion of the
redemption on the Redemption Date, none of the 2018 Notes will
remain outstanding.
Payment of the redemption price will be made by The Bank of New
York Mellon, as trustee for the 2018 Notes, on the Redemption Date
upon presentation and surrender of the 2018 Notes as set forth in
the redemption notice sent to holders of the 2018 Notes on
June 27, 2014.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this
press release consists of forward- looking statements. These
forward-looking statements involve a number of risks, uncertainties
and other factors, including that the Offer and the redemption of
the 2018 Notes are each subject to a number of conditions, and that
the final terms of the Offer may vary as a result of market and
other conditions, that may cause actual results to be materially
different from those expressed or implied in the forward-looking
statements. There can be no assurance that the Offer or the
redemption of the 2018 Notes will be completed on the terms
described herein or at all. Important factors that could cause the
statements made in this press release or the actual results of
operations or financial condition of the Company to differ are
discussed under the caption "Forward-Looking Statements" in the
Company's Form 10-K Annual Report for the year ended December 31, 2013, the Offer to Purchase and in
subsequent filings made prior to or after the date hereof.
The Company does not intend to review or revise any particular
forward-looking statement in light of future events.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its subsidiaries, is a leading
supplier of packaging products to consumer marketing companies
around the world. World headquarters are located in Philadelphia, Pennsylvania. For more
information, visit www.crowncork.com.
For more information, contact: Thomas A.
Kelly, Senior Vice President and Chief Financial Officer,
(215) 698-5341 or Thomas T. Fischer,
Vice President, Investor Relations and Corporate Affairs, (215)
552-3720.
SOURCE Crown Holdings, Inc.