LINCOLNSHIRE, Ill.,
April 25, 2012 /PRNewswire/
-- ACCO Brands Corporation (NYSE:ABD), a world leader in
branded office products, announced today that, pursuant to its
previously announced cash tender offer and consent solicitation, it
has received tenders and related consents from holders of
$411,725,000 aggregate principal
amount of 10.625% senior secured notes due 2015 (CUSIP
No. 00081TAD0) (the "Senior Notes") prior to the consent
deadline of 5:00 p.m., New York City time, on April 24, 2012
(the "Consent Deadline").
The tender offer and consent solicitation are being conducted in
connection with the pending acquisition by ACCO Brands of the
Consumer & Office Products business of MeadWestvaco Corporation
(the "Merger"). The complete terms and conditions of the
tender offer and consent solicitation are detailed in ACCO Brands'
Offer to Purchase and Consent Solicitation Statement dated
April 16, 2012 and the related
Consent and Letter of Transmittal (the "Tender Offer
Documents").
The tenders of Senior Notes and related consents received by
ACCO Brands and not validly withdrawn prior to the Consent Deadline
represent 96.84% of the aggregate principal amount of Senior Notes
outstanding. Accordingly, ACCO Brands and the trustee for the
Senior Notes will enter into a supplemental indenture that will
eliminate substantially all restrictive covenants and certain
events of default and release all liens on the collateral securing
the Senior Notes. The supplemental indenture will become
operative upon the acceptance of the tendered Senior Notes for
purchase by ACCO Brands and the payment by ACCO Brands of the
consent fee.
ACCO Brands currently expects to accept for payment on
Tuesday, May 1, 2012, subject to
conditions set forth in the Tender Offer Documents, all of the
Senior Notes validly tendered prior to the Consent Deadline.
Each holder who validly tendered its Senior Notes prior to the
Consent Deadline will receive, if such Senior Notes are accepted
for purchase pursuant to the tender offer, the total consideration
of $1,090.45 per $1,000 principal amount of Senior Notes tendered
(which amount includes a consent payment of $10.00 per $1,000
principal amount of Senior Notes), plus any accrued and unpaid
interest on the Senior Notes up to, but not including, the
applicable payment date of the Senior Notes.
The tender offer remains open and is currently scheduled to
expire at 11:59 p.m., New York City time, on May 11, 2012,
unless extended or earlier terminated by ACCO Brands in its sole
discretion (the "Expiration Time"). Because the withdrawal
deadline has passed, tendered Senior Notes may no longer be
withdrawn at any time, except to the extent required by applicable
law. Holders who validly tender their Senior Notes after the
Consent Deadline, but on or prior to the Expiration Time, will
receive $1,080.45 per $1,000 principal amount of the Senior Notes, plus
any accrued and unpaid interest on the Senior Notes up to, but not
including, the final payment date for the Senior Notes.
All the conditions set forth in the Tender Offer Documents
remain unchanged. ACCO Brands may terminate the tender offer
and consent solicitation and return tendered Senior Notes not
previously accepted. ACCO Brands has the right, but not the
obligation, to waive any conditions, and also has the right, in its
sole discretion, to terminate the tender offer and consent
solicitation at any time and for any reason.
ACCO Brands has retained Barclays to serve as the Dealer Manager
and Solicitation Agent for the tender offer. Questions
regarding the tender offer may be directed to Barclays at (800)
438-3242 (toll-free) or (212) 528-7581 (collect). Requests
for documents may be directed to D.F.
King & Co., Inc., the Information Agent and Tender Agent
for the tender offer, and banks and brokers can call collect at
(212) 269-5550; all others can call toll-free at (800)
290-6427.
Neither ACCO Brands, nor any member of its Board of Directors,
nor the Dealer Manager nor the Information Agent and Tender Agent
is making any recommendation to holders of the Senior Notes as to
whether to tender or refrain from tendering their Senior Notes into
the tender offer. Holders must decide whether they will tender in
the offer and, if so, how many Senior Notes they will tender.
This press release is not an offer to purchase or a solicitation
of consents, which may be made only pursuant to the terms of the
Offer to Purchase and Consent Solicitation Statement and related
materials and in accordance with applicable securities laws.
About ACCO Brands Corporation
ACCO Brands Corporation is a world leader in branded office
products. Its industry-leading brands include Day-Timer®,
Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent,
Marbig and Wilson Jones®, among others. Under the GBC brand, the
company is also a leader in the professional print finishing
market.
Forward-Looking Statements
This press release contains certain statements which may
constitute "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and
uncertainties are made as of the date hereof, and ACCO Brands
assumes no obligation to update them. This release contains
forward-looking statements with respect to the cash tender offer
and the Merger, including but not limited to statements regarding
expectations as to the timing of certain events to occur as part of
the tender offer and the completion of the Merger, as well as other
statements relating to the tender offer and the Merger that are not
historical facts. Important factors could cause actual
results to differ materially from those indicated by such
forward-looking statements, including, but not limited to, risks
associated with ACCO Brands' ability to satisfy the conditions of
the tender offer and the length of time that may be necessary to
consummate the tender offer, as well as risks associated generally
with the transactions contemplated by the proposed Merger, which
are discussed more fully in the proxy statement/prospectus included
in the registration statement on Form S-4 that ACCO Brands filed
with the United States Securities and Exchange Commission ("SEC")
on March 22, 2012 (the "Registration
Statement") in connection with the proposed Merger.
SOURCE ACCO Brands Corporation