Cavitex Finance Corp Announces Extension of the Tender Offer and Consent Solicitation for 12.0% Notes Due 2022, Series 2010-1 of Manila Cavite Toll Road Finance Company
MANILA, Philippines, April 2, 2012 /PRNewswire/ -- Cavitex Finance Corp (the "Purchaser") today announced the extension of the cash tender offer (the "Offer") for any and all of the outstanding 12.0% Notes Due 2022, Series 2010-1 (ISIN Nos. US563244AA01 and USG5800VAA38 and CUSIP Nos. 563244 AA0 and G5800V AA3) (the "Notes") issued by Manila Cavite Toll Road Finance Company ("MCTRFC"), a company organized under the laws of the Cayman Islands, and the related consent solicitation (the "Consent Solicitation").
The Offer and Consent Solicitation, which expired at 11:59 p.m., New York City time, on March 30, 2012 (the "Original Expiration Date"), will now expire at 11:59 p.m., New York City time, on April 11, 2012 (the "New Expiration Date"), unless further extended by the Purchaser in its sole discretion. The Early Tender Date, which was extended to 11:59 p.m., New York City time, on March 30, 2012, as previously announced, has now lapsed. Accordingly, Holders tendering their notes after the Original Expiration Date but prior to the New Expiration Date will be eligible to receive the Purchase Price. Holders who validly tendered their Notes on or prior to the Original Expiration Date will be eligible to receive the Total Consideration. As is described in more detail in the Offer to Purchase, the total consideration for each $1,000 principal outstanding amount of Notes validly tendered and not withdrawn pursuant to the Offer is the price equal to $1,000 plus accrued and unpaid interest from the last payment date to, but not including, the Settlement Date (such price being rounded to the nearest $0.01 per $1,000 principal outstanding amount of Notes) (the "Total Consideration"). The Purchase Price is the Total Consideration less the Early Tender Premium, defined as $30 per $1,000 principal outstanding amount of Notes on the Settlement Date validly tendered on or prior to the Early Tender Date. No tenders of Notes or deliveries of Consents will be valid if submitted after the New Expiration Date. Capitalized terms not defined herein have the meanings set out in the Offer to Purchase and Consent Solicitation Statement, dated March 5, 2012 (the "Offer to Purchase").
As of the Original Expiration Date, approximately $142,445,000 worth of Notes (representing approximately 89% of the aggregate amount of Notes outstanding) had been validly tendered and not withdrawn. Holders are no longer allowed to exercise their withdrawal rights as the Withdrawal Date lapsed on March 16, 2012.
All other terms and conditions of the Offer to Purchase remain unchanged, including the terms of the Settlement Date, which is expected to be April 16, 2012. Holders that have previously validly tendered their Notes do not need to re-tender their Notes or take any other action in response to this announcement in order to receive the Total Consideration.
Bank of America Merrill Lynch is the Manager for the Offer and Consent Solicitation and may be contacted at +1 (646) 855-3401 (collect) or + 1 (888) 292-0070 (toll free). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at + 1 (212) 430-3774 (collect) or + 1 (866) 924-2200 (toll free).
This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes or a solicitation of Consents. The Offer and the related Consent Solicitation are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. Holders of the Notes should read the Offer to Purchase and the Letter of Transmittal carefully prior to making any decision with respect to the tender offer and consent solicitation because they contain important information.
Disclaimer
This announcement has been issued by and is the sole responsibility of the Purchaser. In accordance with normal practice, Bank of America Merrill Lynch expresses no opinion on the merits of the Offer or the Consent Solicitation, nor does it accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the Offer or the Consent Solicitation.
About the Purchaser
The Purchaser is a company formed under the laws of the Cayman Islands. The Purchaser's corporate seat is in the Republic of the Philippines. The registered office of the Purchaser is at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands. The Purchaser is wholly owned by Mr. Luis J.L. Virata. The directors of the Purchaser are Luis J.L. Virata, Elizabeth Virata, Leonides Juan Mariano Virata, Andrew Jude D. Deyto and Lilian P. Cariaso.
About MCTRFC
Manila Cavite Toll Road Finance Company was incorporated as an exempted company under the laws of the Cayman Islands on February 11, 2010 with limited liability for the sole purpose of issuing the Notes and any Additional Notes from time to time and entering into the transactions described in the Offering Circular dated August 23, 2010. MCTRFC has no subsidiaries and no employees.
SOURCE Cavitex Finance Corp
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