MEXICO CITY,Rep Uno, S.A. de C.V. ("Rep Uno") announced today that it is extending the deadline (the "Extension") for holders to receive an early tender payment in exchange for valid tenders into Rep Uno's cash tender offer for any and all 8.00% Guaranteed Notes due 2010 (the "SISA Notes") issued by SANLUIS Co-Inter S.A. ("SISA") to 12:00 midnight, New York City time, on November 6, 2007 (the "Extended Early Tender Expiration Date"), from 12:00 noon, New York City time, on October 26, 2007.
Rep Uno commenced the offer and related consent solicitation for the SISA Notes pursuant to an offer to purchase and consent solicitation statement dated October 10, 2007, as supplemented by the supplemental offer to purchase dated October 24, 2007 (together, the "Offer to Purchase"), in which Rep Uno also made cash tender offers (together with the offer and consent solicitation for the SISA Notes, the "Offers") for any and all outstanding 8.875% Notes due 2008 (the "8.875% Notes") and Euro Commercial Paper notes ("ECP Notes," and together with the 8.875% Notes, the "SANLUIS Debt") of SANLUIS S.A.B. de C.V. ("SANLUIS "). Rep Uno is an indirect wholly owned subsidiary of SISA, and SISA is a wholly owned subsidiary of SANLUIS.
The Extended Early Tender Expiration Date will coincide with the scheduled final expiration of the Offers, which remains unchanged.
Holders of SISA Notes validly tendered (together with the related consents) prior to the Extended Early Tender Expiration Date and accepted by Rep Uno will receive consideration for each U.S.$1,000 original principal amount of SISA Notes of U.S.$1,353.20, or 94.15% of the accreted principal amount of the SISA Notes tendered (including an early tender payment of 5%), plus an amount equal to accrued interest thereon from and including March 15, 2007, to but excluding the applicable Settlement Date (as defined in the Offer to Purchase).
Except as stated above, all other terms and conditions of the Offers remain unchanged, including that no holder tendering SISA Notes and delivering the related consents and no holder tendering any SANLUIS Debt, whether tendered prior or subsequent to the date of this announcement, may withdraw its tender, and, for holders of SISA Notes, revoke the related consents, except under the limited circumstances described in the Offer to Purchase.
As of 12:00 noon, New York City time, on October 26, 2007, holders of SISA Notes holding approximately 92% percent of outstanding SISA Notes, or approximately US$42.575 million original principal amount, had validly tendered their SISA Notes and delivered the related consents. Rep Uno has therefore received the Requisite Consents necessary to implement the amendments to the indenture governing the SISA Notes (the "SISA Notes Indenture") proposed in the Offer to Purchase (the "Proposals"). Rep Uno expects SISA, the SISA Note Guarantors and the Trustee to execute a Supplemental Indenture implementing the Proposals prior to the Expiration Date. The Supplemental Indenture will be effective upon execution, but the provisions of the SISA Notes Indenture to be eliminated or modified by the Proposals will remain unchanged until the Proposals become operative. The Proposals will become operative automatically on the earlier to occur of the Early Acceptance Date, if any, and the Final Acceptance Date (as defined in the Offer to Purchase).
Rep Uno expects to accept all tendered SISA Notes (and related consents) and SANLUIS Debt promptly upon pricing of the new offering currently being marketed by Rep Uno's parent company, SANLUIS Rassini, S.A. de C.V.
Completion of the Offers is subject to certain conditions described in the Offer to Purchase. Rep Uno may, in its sole discretion, waive any such condition or extend or terminate or otherwise amend the terms of the tender offers and solicitation.
Rep Uno has retained Morgan Stanley & Co. Incorporated to serve as dealer manager and solicitation agent for the tender offer and consent solicitation, Global Bondholder Services Corporation to serve as the information agent and The Bank of New York to serve as the depositary. Questions regarding the tender offer and Solicitation may be directed to Morgan Stanley & Co. Incorporated at (+1-212) 761-5384 or (800) 624-1808 (U.S. toll free). Requests for documentation may be directed to the information agent at (+1-212) 430-3774 for banks and brokers and (866) 873-5600 (U.S. toll free) for all others. Questions may also be directed to SANLUIS's Investor Relations department, to the attention of Antonio Olivo, at (+011-52-55) 5229-5844.
This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made solely by the Offer to Purchase. In any jurisdiction where the laws require tender offers to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of Rep Uno by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction.
|
