FOR IMMEDIATE RELEASE
Owens-Illinois,
Inc. Commences Cash Tender Offer for any and
all
of its Outstanding 7.80% Senior Debentures due 2018
PERRYSBURG, Ohio (March 8,
2017) - Owens-Illinois, Inc. (NYSE: OI) (the "Company")
announced today the commencement of an offer to purchase for cash
any and all of its outstanding 7.80% Senior Debentures due 2018
(the "Debentures"). As of March 8, 2017, there was $250.0 million
aggregate principal amount of Debentures outstanding. The tender
offer is being made pursuant to an Offer to Purchase dated March 8,
2017 (as may be amended or supplemented from time to time, the
"Offer to Purchase") and the related Letter of Transmittal and
Notice of Guaranteed Delivery (as may be amended or supplemented
from time to time, and together with the Offer to Purchase, the
"Offer Documents"). The tender offer will expire at 5:00 p.m., New
York City time, on March 14, 2017, unless earlier terminated or
extended by the Company in its sole discretion (as may be extended,
the "Expiration Time"). Tendered Debentures may be withdrawn at any
time before the Expiration Time.
Holders of Debentures that are validly tendered
and accepted at or prior to the Expiration Time, or who deliver to
the tender agent a properly completed and duly executed Notice of
Guaranteed Delivery and subsequently deliver such Debentures, each
in accordance with the instructions described in the Offer
Documents, will receive total cash consideration of $1,071.83 per
$1,000 principal amount of Debentures, plus any accrued and unpaid
interest to, but not including, the settlement date, which is
expected to occur as soon as practicable and is expected to be
March 15, 2017. Holders who validly tender their Debentures
pursuant to the guaranteed delivery procedures described in the
Offer Documents must deliver their Debentures no later than the
close of business on the second business day following the
Expiration Time. For the avoidance of doubt, interest will
cease to accrue on the settlement date for all Debentures accepted
in the Offer. We expect the payment for Debentures delivered
under the guaranteed delivery procedures to occur on March 17,
2017. Debentures purchased pursuant to the tender offer will be
cancelled.
The tender offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offer to Purchase.
The tender offer is not conditioned on any minimum amount of
Debentures being tendered. The Company may amend, extend or
terminate the tender offer, in its sole discretion.
The terms and conditions of the tender offer are
described in the Offer Documents. Credit Agricole CIB is serving as
the dealer manager for the tender offer. Questions regarding the
tender offer may be directed to Credit Agricole CIB, at +1 (866)
807-6030 (U.S. toll-free) and (212) 261-7802 (collect). Copies of
the Offer Documents may be obtained from the Information Agent for
the tender offer, Global Bondholder Services Corporation at (866)
470-3900 (U.S. toll-free) and (212) 430-3774 (collect), via email
at contact@gbsc-usa.com (mailto:contact@gbsc-usa.com), or via the
following web address: http://www.gbsc-usa.com/Owens-Illinois/
None of the Company, its board of directors, its
officers, the dealer manager, the tender agent, the information
agent or the trustee with respect to the Debentures, or any of
their respective affiliates, makes any recommendation that holders
tender or refrain from tendering all or any portion of the
principal amount of their Debentures, and no one has been
authorized by any of them to make such a recommendation. Holders
must make their own decision as to whether to tender their
Debentures and, if so, the principal amount of Debentures to
tender. The tender offer is being made only by the Offer
Documents.
None of the Offer Documents have been filed with
or reviewed by any federal or state securities commission or
regulatory authority of any country, nor has any such commission or
authority passed upon the accuracy or adequacy of the Offer
Documents. Any representation to the contrary is unlawful and may
be a criminal offense.
This press release is neither an offer to purchase
nor a solicitation of an offer to sell any Debentures in the tender
offer. The tender offer is not being made to holders of Debentures
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the tender offer is
required to be made by a licensed broker or dealer, the tender
offer will be deemed to be made on behalf of the Company by the
dealer manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Forward-Looking
Statements
This news release contains "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Section 27A of the Securities Act
of 1933. Forward-looking statements reflect the Company's current
expectations and projections about future events at the time, and
thus involve uncertainty and risk. The words "believe," "expect,"
"anticipate," "will," "could," "would," "should," "may," "plan,"
"estimate," "intend," "predict," "potential," "continue," and the
negatives of these words and other similar expressions generally
identify forward-looking statements. It is possible the Company's
future financial performance may differ from expectations due to a
variety of factors including, but not limited to the following: (1)
the Company's ability to integrate the Vitro Business in a timely
and cost effective manner, and to realize expected growth
opportunities, cost savings and synergies from the Vitro
Acquisition, (2) foreign currency fluctuations relative to the U.S.
dollar, (3) changes in capital availability or cost, including
interest rate fluctuations and the ability of the Company to
refinance debt at favorable terms, (4) the general political,
economic and competitive conditions in markets and countries where
the Company has operations, including uncertainties related to
economic and social conditions, disruptions in capital markets,
disruptions in the supply chain, competitive pricing pressures,
inflation or deflation, and changes in tax rates and laws, (5) the
Company's ability to generate sufficient future cash flows to
ensure the Company's goodwill is not impaired, (6) consumer
preferences for alternative forms of packaging, (7) cost and
availability of raw materials, labor, energy and transportation,
(8) the Company's ability to manage its cost structure, including
its success in implementing restructuring plans and achieving cost
savings, (9) consolidation among competitors and customers, (10)
the Company's ability to acquire businesses and expand plants,
integrate operations of acquired businesses and achieve expected
synergies, (11) unanticipated expenditures with respect to
environmental, safety and health laws, (12) the Company's ability
to further develop its sales, marketing and product development
capabilities, (13) the Company's ability to prevent and detect
cybersecurity threats against its information technology systems,
(14) the Company's ability to accurately estimate its total
asbestos-related liability or to control the timing and occurrence
of events relates to asbestos-related claims, (15) changes in U.S.
trade policies, (16) the Company's ability to achieve its strategic
plan, and the other risk factors associated with the business
described in the Company's annual report on Form 10-K for the year
ended December 31, 2016 and any subsequently filed Quarterly Report
on Form 10-Q. It is not possible to foresee or identify all such
factors. Any forward-looking statements in this document are based
on certain assumptions and analyses made by the Company in light of
its experience and perception of historical trends, current
conditions, expected future developments, and other factors it
believes are appropriate in the circumstances. Forward-looking
statements are not a guarantee of future performance and actual
results or developments may differ materially from expectations.
While the Company continually reviews trends and uncertainties
affecting the Company's results of operations and financial
condition, the Company does not assume any obligation to update or
supplement any particular forward-looking statements contained in
this news release.
SOURCE: Owens-Illinois, Inc.
For further information, please contact:
Sasha Sekpeh
O-I Investor Relations
(567) 336-5128
alexandra.sekpeh@o-i.com
Owens-Illinois, Inc. Commences Cash
Tender Offer
O-I Logo
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Owens-Illinois, Inc. via Globenewswire
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