Borland Software Corporation Announces Tender Offer for Convertible Notes
August 05 2009 - 3:47PM
Business Wire
Borland Software Corporation (the “Company”) has commenced an
offer to purchase for cash (the “Offer”) up to all of the aggregate
principal amount outstanding under its 2.75% Convertible Senior
Notes due 2012 (the “Notes”). The terms and conditions of the Offer
are set forth in the Notice of Fundamental Change and Offer to
Repurchase dated August 3, 2009 (the “Offer to Repurchase”)
and the related Letter of Transmittal (the “Letter of Transmittal”)
distributed to holders of Notes. The tender offer is being made
pursuant to the repurchase requirements of the Indenture, by and
between Borland Software Corporation and U.S. Bank National
Association as Trustee, under which the Notes were issued.
The Company is offering to purchase the Notes at a price equal
to 100% of the principal amount of the Notes being repurchased,
plus accrued and unpaid interest up to, but excluding, the date the
Notes are purchased pursuant to the Offer (the “Repurchase Price”).
The Offer will expire at 5:00 p.m., New York City time, on August
31, 2009, unless the Offer is extended by the Company (as it may be
extended, the “Expiration Date”). The Company is providing Holders
the opportunity to receive early payment of the Repurchase Price by
tendering into the Offer at or prior to 5:00 p.m., New York City
time, on August 7, 2009 (the “Early Participation Date”). The
Company will repurchase Notes tendered at or prior to the Early
Participation Date as soon as practicable after the Early
Participation Date. The Company will repurchase Notes tendered at
or prior to the Expiration Date as soon as practicable after the
Expiration Date.
Holders can withdraw notes previously surrendered for repurchase
at any time at or prior to the Early Participation Date (with
respect to notes tendered for repurchase on the Early Participation
Date) or the Expiration Date.
The Offer is not subject to any condition other than such
repurchase being lawful and the satisfaction of the procedural
requirements described in the Offer to Repurchase.
U.S. Bank National Association is the Depositary for the Offer.
Holders with questions regarding the Offer may contact U.S. Bank
National Association at (800) 934-6802.
None of Borland Software Corporation, its Board of Directors or
the Depositary is making any recommendations to holders of Notes as
to whether to tender or refrain from tendering their Notes in the
tender offer. Holders of Notes must decide how many Notes they will
tender, if any.
This press release is for informational purposes only and does
not constitute an offer to purchase nor a solicitation for
acceptance of the Offer described above. The complete terms and
conditions of the Offer are set forth in the Offer to Repurchase
and Letter of Transmittal that has been distributed by the Trustee.
Holders are urged to read the Offer documents carefully. Holders
may obtain copies of the Offer to Repurchase and Letter of
Transmittal free of charge by contacting the Depositary at the
number listed above.
About Borland Software
Corporation
Founded in 1983, Borland Software Corporation is the leading
vendor of Open Application Lifecycle Management (ALM) solutions —
open to customers’ processes, tools and platforms — providing the
flexibility to manage, measure and improve the software delivery
process. Borland was acquired by Micro Focus (US), Inc. on July 27,
2009. To learn more about maximizing the business value of
software, and the combined company visit
http://www.microfocus.com.
Forward Looking
Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors,
including statements concerning Borland Software Corporation’s
expectations regarding the terms of the Offer and commencing and
completing the Offer. There can be no assurance that the Offer will
be completed or that it will not be amended or withdrawn. These
risks, uncertainties and other factors, and the general risks
associated with Borland Software Corporation’s business as
described in reports and other documents filed with the U.S.
Securities and Exchange Commission (the “SEC”), could cause actual
results to differ materially from those referred to in the
forward-looking statements. The reader is urged to carefully review
and consider various disclosures made by the Company in its Annual
Report on Form 10-K and in its reports on Forms 10-Q and 8-K filed
with the SEC. The reader is cautioned not to rely on these
forward-looking statements. All forward-looking statements are
based on information currently available to Borland Software
Corporation and Borland Software Corporation assumes no obligation
to update any such forward-looking statements or other statements
included in this press release.
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