SÃO PAULO, April 16, 2018
/PRNewswire/ -- Minerva Luxembourg S.A., with registered office at
6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the
Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 ("Minerva
Luxembourg"), which is a wholly-owned subsidiary of Minerva S.A.
("Minerva"), today announced that (i) HSBC Securities
(USA) Inc. has terminated its
previously announced tender offer to purchase for cash (the "Tender
Offer") any and all of Minerva Luxembourg's outstanding 8.750%
Perpetual Notes (the "Notes") and (ii) Minerva Luxembourg has
terminated its previously announced solicitation of consents (the
"Consent Solicitation") for proposed amendments to the indenture
governing the Notes. All Notes that have been validly tendered (and
not validly withdrawn) will be returned promptly to the respective
holders thereof without any action required on the part of the
holders. No consideration will be paid in the Tender Offer for any
tendered Notes or the Consent Solicitation for any consents.
The Tender Offer and the Consent Solicitation were subject to
the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated March 19,
2018 (the "Offer to Purchase") and the related Letter of
Transmittal and Consent (together with the Offer to Purchase, the
"Offer Documents"). These conditions included, among others, the
pricing of an offering of new notes by Minerva Luxembourg. Given
the current conditions in the international debt capital markets,
Minerva Luxembourg has decided not to pursue an offering of new
notes at this time. As a result, the Tender Offer and the Consent
Solicitation have been terminated.
This press release confirms formal termination of the Tender
Offer and the Consent Solicitation. Minerva Luxembourg reserves the right to initiate a
new tender offer at a later date, but is under no obligation to do
so.
Holders of Notes with questions regarding the termination of the
Tender Offer and the Consent Solicitation may direct such questions
to D.F. King & Co., Inc., the tender agent and information
agent for the Tender Offer and the Consent Solicitation, at +1
(800) 714-3311 (toll free), +1 (212) 269-5550 (collect) or
minerva@dfking.com.
Neither the Offer Documents nor any related documents have been
filed with the U.S. Securities and Exchange Commission, nor have
any such documents been filed with or reviewed by any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Offer
Documents or any related documents, and it is unlawful and may be a
criminal offense to make any representation to the contrary.
Minerva S.A.
Media Contact: Fernando Galletti de
Queiroz
Phone: + 55 11 3074 2444
Fax: + 55 11 3074 2437
Email: fernando.queiroz@minervafoods.com
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. These
statements are merely projections and as such are based exclusively
on management's expectations for Minerva, the business of Minerva
and the proposed transactions discussed herein. These
forward-looking statements depend materially on changes in market
conditions, government regulations, pressures from competitors and
the performance of the industry and the Brazilian economy, among
other factors, many of which are outside Minerva's control or
ability to predict, that could cause actual results to differ
materially from such statements. All forward-looking statements
speak only as of the date on which they are made. Given these
uncertainties, you should not place undue reliance on the
forward-looking statements. Minerva disclaims any obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
View original
content:http://www.prnewswire.com/news-releases/minerva-luxembourg-sa-announces-termination-of-hsbc-securities-usa-incs-tender-offer-relating-to-any-and-all-of-the-8-750-perpetual-notes-issued-by-minerva-luxembourg-sa-and-minerva-luxembourg-sas-solicitation-of-conse-300630847.html
SOURCE Minerva Luxembourg S.A.