FS Acquisition Corp. Announces Extension of Cash Tender Offer For 1.875% Convertible Senior Notes Issued by Four Seasons Hotels
April 20 2007 - 5:00PM
PR Newswire (US)
NEW YORK, April 20 /PRNewswire/ -- FS Acquisition Corp. ("Bidco"),
a British Columbia corporation owned by Triples Holdings Limited
and affiliates of Kingdom Hotels International and Cascade
Investment, L.L.C., announced today that, pursuant to its cash
tender offer (the "Offer") for any and all of the outstanding
1.875% Convertible Senior Notes due 2024 (CUSIP No. 35100E AE 4)
(the "Convertible Notes") issued by Four Seasons Hotels Inc.
("FSHI") (TSX: FSH) and (NYSE:FS), as described in Bidco's Offer to
Purchase and the related Letter of Transmittal, dated March 22,
2007, as each may be amended and supplemented from time to time, it
has extended the expiration time of the Offer to 5:00 p.m., New
York City time, on Tuesday, April 24, 2007 (the "expiration time").
Previously, the expiration time was 5:00 p.m., New York City time,
on Monday, April 23, 2007. As a result of the extension, prior
tenders of outstanding Convertible Notes may be withdrawn pursuant
to the Offer at any time prior to the extended expiration time.
Terms used but not defined herein shall have the meanings ascribed
to them in the Offer to Purchase. As of 4:00 p.m., New York City
time, on April 20, 2007, $70,178,000 aggregate principal amount of
the $250,000,000 aggregate principal amount of issued and
outstanding Convertible Notes had been tendered for purchase by
Bidco. Subject to satisfaction or waiver of applicable conditions,
Bidco now expects the Arrangement to become effective as early as
April 25, 2007. As previously disclosed in the Offer to Purchase,
if the effective date of the Arrangement is April 25, 2007, the
final Purchase Price will be US$1,242.40 per US$1,000 principal
amount of Convertible Notes (which is equal to the US$1,241.40
Conversion Amount plus the US$1.00 Tender Offer Premium). Bidco
intends to keep the Offer open until 5:00 p.m., New York City time,
on the business day before the effective date of the Arrangement.
Therefore, if the effective date of the Arrangement, which is now
expected to be as early as April 25, 2007, is set at a date after
April 25, 2007, Bidco intends to extend the Offer accordingly,
subject to applicable law. If the Offer is extended because the
effective date of the Arrangement is set at a date after April 25,
2007, the Purchase Price will be adjusted as described in "THE
OFFER-3. Terms of the Offer-Expiration Time; Purchase Price if the
Offer is Extended" in the Offer to Purchase. In addition, Bidco
will issue a press release to disclose the final Purchase Price on
the day that is two business days prior to the extended expiration
time of the Offer. The Offer is not conditioned on any minimum
aggregate principal amount of the Convertible Notes being tendered.
The Offer is, however, subject to the conditions discussed under
"THE OFFER-8. Conditions of the Offer" in the Offer to Purchase,
including the receipt, in form and on terms satisfactory to Bidco,
of the Final Order from the Superior Court of Justice (Ontario) as
required under the Business Corporations Act (Ontario) in
connection with the Arrangement. As discussed in the offer
materials, none of Bidco or FSHI (or their respective managements
or boards of directors), the Information Agent, the Depositary or
their respective affiliates makes any recommendation to any holder
of any of the Convertible Notes as to whether to tender any such
Convertible Notes. This press release is merely a notification of
the Purchase Price of the Offer and the extension of the expiration
time of the Offer and is neither an offer to purchase nor a
solicitation of an offer to sell the Convertible Notes. The Offer
is being made only pursuant to the Offer to Purchase and related
Letter of Transmittal dated March 22, 2007. Holders of Convertible
Notes should read the Offer to Purchase, related Letter of
Transmittal and other tender offer documents distributed to them,
and any subsequently distributed amendments thereto, because they
contain important information. The Offer to Purchase, related
Letter of Transmittal and other tender offer documents may be
obtained free of charge by contacting Global Bondholder Services
Corporation, the Information Agent and Depositary, by telephone at
(866) 470-3800 (toll free), (212) 430-3774 (call collect) or in
writing to 65 Broadway - Suite 723, New York, NY 10006, Attention:
Corporate Actions. Questions regarding the Offer should also be
directed to Global Bondholder Services Corporation as described
above. DATASOURCE: FS Acquisition Corp. CONTACT: Global Bondholder
Services Corporation, +1-866-470-3800
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