WARSAW, Poland, March 28, 2013 /PRNewswire/ --
Central European Distribution Corporation (NASDAQ: CEDC) announced
today that it received notice from A1 Investment Company, the SPI
Group and Mark Kaufman (the
"Consortium") that they are withdrawing their restructuring
proposal for CEDC.
The Consortium proposal had been announced as an alternative to
a restructuring proposal agreed between CEDC and Roust Trading Ltd.
("RTL"), a significant CEDC debt and equity holder and strategic
partner.
CEDC notes the withdrawal of the Consortium proposal and
confirms that it has not received any further alternative proposals
from third parties. CEDC reaffirms its support of the RTL
proposal.
The RTL proposal contemplates the exchange offer, consent
solicitation and solicitation of votes for a pre-packaged plan of
reorganization (the "Restructuring Transactions") currently being
conducted by CEDC.
The Restructuring Transactions currently have the support of a
committee of holders of CEDC's outstanding Senior Convertible Notes
due 2013 (the "2013 Notes"), who have announced that they, together
with RTL, collectively hold approximately 73% of the outstanding
principal amount of the 2013 Notes.
The Restructuring Transactions also have the full support of a
committee of holders of Senior Secured Notes due 2016 issued by a
CEDC finance subsidiary (the "2016 Notes"). The advisors to the
2016 Steering Committee have previously informed CEDC that, in the
2016 Steering Committee's view, the Restructuring Transactions
supported by the members of the 2016 Steering Committee are also
supported by other beneficial holders of the 2016 Notes that,
together with the members of the 2016 Steering Committee, hold in
excess of 50% of the principal amount of outstanding 2016
Notes.
The terms of the Restructuring Transactions are described in the
Amended and Restated Offering Memorandum, Consent Solicitation
Statement and Disclosure Statement, dated March 8, 2013 (the "Offering Memorandum"), filed
as an exhibit to a tender offer statement on Schedule TO-I/A on
March 8, 2013, as amended and
supplemented by Supplement No. 1 to the Offering Memorandum, dated
March 18, 2013 (the "Supplement"),
filed as an exhibit to the Form 8-K filed on March 19, 2013.
The consent deadline and voting deadline with respect to both
the 2013 Notes and the 2016 Notes in the Restructuring Transactions
is April 4, 2013. Each holder of 2016
Notes who delivers Consents (as defined in the Offering Memorandum)
with respect to its 2016 Notes by 5:00
p.m. on April 3, 2013, and
does not validly withdraw such Consents, will receive the Consent
Fee (as defined in the Offering Memorandum), assuming all of the
conditions to the payment of the Consent Fee are met.
CEDC continues to believe that a successful restructuring will
improve its financial strength and flexibility and enable it to
focus on maximizing the value of its strong brands and market
position. The restructuring is expected to have no effect on CEDC's
operations in Poland, Russia, Hungary or Ukraine, all of which will continue doing
business as usual. Obligations to all employees, vendors, and
providers of credit support lines in Poland, Russia, Hungary and Ukraine will be honored in the ordinary course
of business without interruption. CEDC believes that its
subsidiaries in Poland,
Russia, Hungary and Ukraine have sufficient cash and resources on
hand to meet all such obligations.
None of CEDC, CEDC Finance Corporation International, Inc., or
the information and exchange agent makes any recommendation as to
whether holders should tender their notes pursuant to the
Restructuring Transaction. Each holder must make its own decision
as to whether to tender its notes and, if so, the principal amount
of the notes to be tendered.
This press release is for informational purposes only and is
neither an offer to buy nor a solicitation of an offer to sell the
notes or any other securities of CEDC.
SOURCE Central European Distribution Corporation