Dana Corporation Amends Terms of Its Debt Tender Offer
November 30 2004 - 4:49PM
PR Newswire (US)
Dana Corporation Amends Terms of Its Debt Tender Offer TOLEDO,
Ohio, Nov. 30 /PRNewswire-FirstCall/ -- Dana Corporation (NYSE:DCN)
("Dana") today amended its pending tender offer for up to an
aggregate consideration of $635 million (or its equivalent) of its
$250 million of 10-1/8% Notes due 2010 (the "10-1/8% Notes"), euro
200 million of 9% EUR Notes due 2011 (the "9% EUR Notes") and $575
million of 9% USD Notes due 2011 (the "9% USD Notes")
(collectively, the "Notes"). (Logo:
http://www.newscom.com/cgi-bin/prnh/19990903/DANA ) As part of the
amendment, Dana extended the early tender date and amended the
pricing with respect to the offer for the 9% EUR Notes.
Accordingly, holders who tender their 9% EUR Notes at or prior to
5:00 p.m., New York City time, on December 3, 2004 (the "New Early
Tender Date") will receive total consideration, including the early
tender payment, based on a fixed spread of 110 basis points over
the 5% DBR due July 4, 2011, subject to the terms and conditions
set forth in the Offer to Purchase and Consent Solicitation
Statement dated November 15, 2004 (as amended by the Supplement
dated November 30, 2004, the "Amended Offer to Purchase"). Holders
who tender their 9% EUR Notes after the New Early Tender Date and
at or prior to 5:00 p.m., New York City time, on December 22, 2004
(the "Expiration Date") will receive such total consideration, less
the early tender payment of euro 50.00 per euro 1,000 principal
amount of 9% EUR Notes, subject to the terms and conditions set
forth in the Amended Offer to Purchase. The early tender date with
respect to the offers for the 9% USD Notes and the 10-1/8% Notes
has not been extended. Accordingly, holders who tender their 9% USD
Notes and 10-1/8% Notes after 5:00 p.m., New York City time, on
November 29, 2004, and at or prior to the Expiration Date will
receive the applicable total consideration for such series, less
the early tender payment of $50.00 per $1,000 principal amount of
10-1/8% Notes and 9% USD Notes, subject to the terms and conditions
set forth in the Amended Offer to Purchase. In addition, Dana
increased the overall size of the offer, which is currently limited
to aggregate consideration of $635 million (or its equivalent), to
a new limit of $1.15 billion (or its equivalent), plus an amount
sufficient to cover tenders (if any) after the applicable early
tender date for each series. Accordingly, all Notes properly
tendered in the offer will be purchased (subject to the
satisfaction of the conditions set forth in the Amended Offer to
Purchase) and there will not be any proration. As of 5:00 p.m., New
York City time, on November 29, 2004, a total of approximately $672
million (or its equivalent) in aggregate principal amount of Notes
had been tendered, including a majority in principal amount of each
of the 10-1/8% Notes and 9% USD Notes (which constitutes the
requisite consents sufficient to effect the proposed amendments to
the respective indentures as applied to such series). Holders who
have previously tendered Notes do not need to re-tender their Notes
or take any other action in response to this amendment. The
settlement date for all Notes tendered prior to the applicable
early tender date for each series is expected to occur on or about
December 10, 2004. The settlement date for any Notes tendered after
the applicable early tender date will be promptly after the
Expiration Date. The source of funds for the offer will include
proceeds of the sale of Dana's automotive aftermarket businesses
and the proceeds from additional indebtedness incurred by Dana. The
tender offer has been amended to add a condition that Dana
consummates a financing transaction of at least $450 million to
fund the offer. Except for the modifications described above, all
other terms and conditions of the Amended Offer to Purchase remain
unchanged. Withdrawal rights with respect to tendered Notes have
expired. Accordingly, holders may no longer withdraw any Notes,
except in the limited circumstances described in the Amended Offer
to Purchase. Dana has retained Banc of America Securities, Deutsche
Bank Securities and J.P. Morgan Securities to act as the joint-lead
dealer managers in connection with the tender offer and
solicitation agents in connection with the consent solicitation.
Banc of America Securities (the coordinator for the offer and
consent solicitation) can be contacted at (+1) 888-292-0070 (U.S.
toll free), (+1) 212-847-5834 (collect), or (+44) 20-7174-4737.
Deutsche Bank Securities can be contacted at (+1) 866-627-0391
(U.S. toll free), (+1) 212-250-2955 (collect), or (+44)
20-7545-8011. J.P. Morgan Securities can be contacted at (+1)
866-834-4666 (U.S. toll free), (+1) 212-834-3424 (collect) or (+44)
20-7742-7506. Holders can request documentation from D.F. King
& Co., Inc. and D.F. King (Europe) Limited, the information
agents for the offer, at (+1) 800-859-8509 (U.S. toll free), (+1)
212-269-5550 (collect), and (+44) 20-7920-9720. Dana is making the
tender offer pursuant to the Amended Offer to Purchase. The Amended
Offer to Purchase sets forth comprehensive descriptions of the
terms of the tender offer, including the conditions to the offer,
the solicitation provisions, and the effect of amending the
indentures underlying the Notes. Dana urges its debt holders to
read the Amended Offer to Purchase in its entirety before making a
decision with regard to the offer. The tender offer is not being
made directly or indirectly (and is not available to any resident
or person located) in Italy. This press release is neither an offer
to purchase, nor a solicitation for acceptance of the offer. Dana
is making the offer only by, and pursuant to the terms of, the
Amended Offer to Purchase. Dana's obligation to accept for
purchase, and to pay for, Notes validly tendered is conditioned
upon the satisfaction or waiver of the conditions in the Amended
Offer to Purchase. About Dana Corporation Dana Corporation is a
global leader in the design, engineering, and manufacture of
value-added products and systems for automotive, commercial, and
off-highway vehicles. Delivering on a century of innovation, Dana's
continuing operations employ approximately 45,000 people worldwide
dedicated to advancing the science of mobility. Founded in 1904 and
based in Toledo, Ohio, Dana operates technology, manufacturing, and
customer-service facilities in 30 countries. Sales from continuing
operations totaled $7.9 billion in 2003. Dana's Internet address
is: http://www.dana.com/ . Forward-Looking Statements
Forward-looking statements in this release are indicated by words
such as "anticipates," "expects," "believes," "intends," "plans,"
"estimates," "projects" and similar expressions. These statements
represent Dana's expectations based on current information and
assumptions. Forward-looking statements are inherently subject to
risks and uncertainties. Dana's actual results could differ
materially from those, which are anticipated or projected due to a
number of factors. These factors include national and international
economic conditions; adverse effects from terrorism or hostilities;
the strength of other currencies relative to the U.S. dollar;
increases in commodity costs, including steel, that cannot be
recouped in product pricing; the ability of Dana's customers and
suppliers to achieve their projected sales and production levels;
competitive pressures on Dana's sales and pricing; the continued
success of Dana's cost reduction and cash management programs and
of long-term transformation strategy for Dana; and other factors
set out in Dana's filings with the Securities and Exchange
Commission. http://www.newscom.com/cgi-bin/prnh/19990903/DANA
http://photoarchive.ap.org/ DATASOURCE: Dana Corporation CONTACT:
Investors, Michelle L. Hards of Dana Corporation, +1-419-535-4636,
or Web site: http://www.dana.com/ Company News On-Call:
http://www.prnewswire.com/comp/226839.html
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