RADNOR, Pa., Aug. 20, 2012 /PRNewswire/ -- VWR Funding, Inc. (the "Company"), the parent company of VWR International, LLC, a leading global laboratory supply and distribution company, announced today that it is commencing a tender offer to purchase any and all of its outstanding 10.25%/11.25% Senior PIK Toggle Notes due 2015 (the "Notes") through a cash tender offer (the "Tender Offer") with a portion of the proceeds from the Company's concurrent private placement of Senior Notes due 2017 (the "New Notes"), which was also announced today by the Company.
The Tender Offer will expire at 11:59 New York City time on September 17, 2012, unless the Tender Offer is extended or earlier terminated (the "expiration date"). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not validly withdraw their Notes and consents prior to 5:00 p.m. New York City time on August 31, 2012 (such time and date which may be extended, the "early tender expiration") will receive an amount equal to $1,030.13 per $1,000.00 in principal amount of Notes validly tendered and not validly withdrawn, which amount includes an early tender premium equal to $30.00 per $1,000.00 in principal amount of the Notes validly tendered and not validly withdrawn. Holders of the Notes who validly tender their Notes after the early tender expiration but on or before the expiration date will receive an amount equal to $1,000.13 per $1,000.00 in principal amount of Notes validly tendered. Holders whose Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes to, but not including, the settlement date.
In connection with the Tender Offer, the Company is soliciting the consents of holders of the Notes to certain proposed amendments to the indenture governing the Notes (the "Consent Solicitation"). The primary purpose of the Consent Solicitation and proposed amendments is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions. Holders may not tender their Notes in the Tender Offer without delivering their consents under the Consent Solicitation, and holders may not deliver their consents under the Consent Solicitation without tendering their Notes pursuant to the Tender Offer.
If the Tender Offer is consummated, the Company intends to redeem, satisfy and discharge any Notes that remain outstanding at a redemption price equal to $1,025.625 for each $1,000 principal amount of Notes in accordance with the indenture governing the Notes, although the selection of any particular redemption date is in the Company's discretion.
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the New Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Tender Offer is contingent upon the satisfaction of certain conditions, including, without limitation, the raising of at least $745 million in gross proceeds by the Company from the New Notes offering described above. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer. Complete details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Company's offer to purchase and consent solicitation, dated August 20, 2012.
Requests for documents relating to the Tender Offer may be directed to Global Bondholder Services Corporation, the Information Agent, at (866)-873-6300 or (212) 430-3774. Goldman, Sachs & Co. will act as Dealer Manager and Solicitation Agent for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 and (212) 357-0345.
Forward Looking Statements
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans to," "estimates," "projects," or similar expressions. Such statements may include, but are not limited to, statements about the Company's business outlook and financial guidance and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company's management as of this date only and are subject to certain risks and uncertainties that could cause the actual results to differ materially, including, without limitation, those items identified as "risk factors" in the Company's most recently filed Form 10-K and Form 10-Q. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its various filings with the Securities and Exchange Commission.
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