Sensata Technologies B.V. Announces Further Extension of the Early Participation Date With Respect to its Tender Offer for Senior and Senior Subordinated Notes

ALMELO, Netherlands, March 19 /PRNewswire-FirstCall/ -- Sensata Technologies B.V. ("Sensata"), a wholly owned subsidiary of Sensata Technologies Holding N.V. (NYSE: ST), today announced that it has further extended the Early Participation Date to 11:59 P.M., New York City time, on March 25, 2010, with respect to its previously announced cash tender offer to purchase the maximum aggregate principal amount of its Notes (as defined below) that it can purchase for $350,000,000 (the "Tender Offer").  The Early Participation Date was previously scheduled for 5:00 P.M., New York City time, on March 18, 2010.  As of that time, Sensata had received tenders of approximately $98,700,000 (or the equivalent amount in euros) aggregate principal amount of its outstanding 8% Senior Notes due 2014 (the "Dollar Notes"), its 9% Senior Subordinated Notes due 2016 (the "9% Notes") and its 11.25% Senior Subordinated Notes due 2014 (the "11.25% Notes" and, together with the 9% Notes, the "Euro Notes").  The Dollar Notes and the Euro Notes are collectively referred to herein as the "Notes."

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The Tender Offer is scheduled to expire at 11:59 P.M., New York City time, on March 25, 2010, unless such time and date is extended or earlier terminated by Sensata (the "Expiration Date").  As a result of the extension of the Early Participation Date, each Holder who validly tenders (and does not withdraw) his or her Notes prior to the Expiration Date, and whose Notes are accepted for purchase in the Tender Offer, will receive an early participation payment of $30.00 per $1,000 principal amount of Dollar Notes or EUR30.00 per EUR1,000 principal amount of Euro Notes tendered in the Tender Offer (the "Early Participation Payment").  Sensata has also determined to extend the Withdrawal Date relating to the Tender Offer to the Expiration Date.  

Sensata is extending the Early Participation Date to permit Holders of the Notes more time to consider and tender their Notes into the Tender Offer and still receive the Early Participation Payment.  Sensata does not intend to further amend the terms of the Tender Offer.

Sensata is continuing to evaluate its alternatives with respect to the Notes in light of the principal amount of the Notes that have been tendered into the Tender Offer as of the Early Participation Date.  In the event that additional Notes are not tendered into the Tender Offer prior to the Expiration Date, Sensata expects to issue a redemption notice with respect to its outstanding 11.25% Notes at a redemption price equal to 105.625% of the principal amount thereof pursuant to the indenture governing the 11.25% Notes following the completion of the Tender Offer.  In addition, Sensata may in that event also elect to redeem a portion of the Dollar Notes pursuant to the indenture governing such Dollar Notes, or purchase the Dollar Notes or the 9% Notes, or a combination of both, through open market purchases or in privately negotiated transactions, or commence one or more additional tender offers for the Dollar Notes or 9% Notes, or a combination of both, in each case at prices which may be more or less than the prices it offered in the Tender Offer, or any combination of the foregoing. At this time, Sensata has not determined which, if any, of these alternatives (or combinations thereof) it will pursue after the completion of the Tender Offer.  In making this determination, Sensata will consider a number of factors, including the relative interest rates, maturity dates and redemption premiums or repurchase prices of each series of the Notes as well as the cost and time required to effect such repurchase or redemption of such series of Notes.

The Tender Offer continues to be conditioned upon the satisfaction or waiver of certain conditions as described in the Offer to Purchase. The Financing Condition, which related to Sensata's ultimate parent company having received sufficient net proceeds to make the payments contemplated by the Tender Offer, has been satisfied.  The Tender Offer is not conditioned on any minimum amount of Notes being tendered in the Tender Offer.  Subject to applicable law, Sensata may also terminate the Tender Offer at any time prior to the applicable Expiration Date in its reasonable discretion in the event that one or more of the conditions to the Tender Offer are not satisfied or waived by Sensata.

Except as set forth herein, the terms of the Tender Offer remain the same as those set forth in the Offer to Purchase and related documents.  Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Offer to Purchase.

Additional Information

Sensata has retained Goldman, Sachs & Co. and Goldman Sachs International to act as the dealer managers for the Tender Offer. With respect to the Dollar Notes, Global Bondholder Services Corporation is the Information Agent and Depositary for the Tender Offer. With respect to the Euro Notes, Lucid Issuer Services Limited is the Information Agent and Tender Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect). Requests for documentation relating to the Tender Offer with respect to the Dollar Notes should be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll-free) or (212) 430-3774 (banks and brokers only).  Requests for documentation relating to the Tender Offer with respect to the Euro Notes should be directed to Lucid Issuer Services Limited at +44 (20) 7704-0880.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase and related documents. The Tender Offer is not being made to holders of Notes 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 securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Sensata by the dealer manager, if the dealer manager is a licensed broker or dealer under the laws of such jurisdiction, or by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Sensata

Sensata Technologies B.V., through its subsidiaries, is one of the world's leading suppliers of sensing, electrical protection, control and power management solutions.  Controlled by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 9,500 people in nine countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning, data, telecommunications, recreational vehicle and marine applications. For more information, please visit Sensata's web site at www.sensata.com.

Sensata Safe Harbor Statement

Some of the statements in this news release constitute "forward-looking statements" that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect Sensata's intentions, plans, expectations, assumptions and beliefs about future events, including its intention to redeem its 11.25% Notes, and are subject to risks, including known and unknown risks. Detailed information about some of the known risks is included in Sensata's annual report on Form 10-K for the year ended December 31, 2009 and Sensata's other periodic reports filed with the U.S. Securities and Exchange Commission. Because actual results could differ materially from Sensata's intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. Sensata does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Sensata Technologies B.V.