The Tender Offer will be financed, together with cash on hand, by the amounts raised in Bombardier's offering of new Senior Notes (the 'New Offering') (net of transaction fees and expenses). The Tender Offer is being made pursuant to an Offer to Purchase dated
The Tender Offer will expire at
Tenders of the Notes may be withdrawn at any time at or prior to
The Notes will be purchased subject to possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) as will be determined in accordance with the terms of the Tender Offer; provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date.
Accordingly, if the aggregate total purchase price payable for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase equals or exceeds the Aggregate Maximum Purchase Amount, then Holders who validly tender Notes after the Early Tender Date will not have any such Notes accepted for payment (unless the terms of the Tender Offer are amended by the Company in its sole and absolute discretion).
If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of the tendered Notes may be accepted for purchase, the aggregate principal amount of Notes accepted for purchase will be prorated based upon the aggregate principal amount of Notes that have been validly tendered and not yet accepted for purchase in the Tender Offer, such that the Aggregate Maximum Purchase Amount will not be exceeded.
The Total Consideration includes, in each case, an early tender payment (the 'Early Tender Payment') of
Subject to purchase in accordance the Aggregate Maximum Purchase Amount and possible proration, Holders validly tendering Notes (that have not been validly withdrawn) at or prior to the Early Tender Date will be eligible to receive the Total Consideration listed in the table above, which includes the Early Tender Payment, on the 'Early Settlement Date', which is expected to be
As explained in the Offer to Purchase, the Company reserves the right, in its sole and absolute discretion, to, among other things, increase or decrease the Aggregate Maximum Purchase Amount at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for the Tender Offer, subject to compliance with applicable law, which could result in the Company's purchasing a greater or lesser amount of Notes in the Tender Offer.
The obligation of the Company to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Company, including the Company's completion of the New Offering prior to
None of Bombardier, the trustees for the Notes, the agents under the respective indentures for the Notes, the dealer managers, the information and tender agent, any of their respective subsidiaries or affiliates or any of its or their respective directors, officers, employees or representatives makes any recommendation to Holders as to whether or not to tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to tender Notes, and if tendering, the amount of Notes to tender.
All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.
Bombardier has retained
For additional information regarding the terms of the Tender Offer, please contact
This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes or any other securities in
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
Contact:
Vice President, Financial Planning and Investor Relations
Bombardier
Tel: +1 514 240 9649
Mark Masluch
Senior Director, Communications
Bombardier
Tel: +1 514 855 7167
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