Amended Tender Offer
March 21 2002 - 1:05AM
UK Regulatory
RNS Number:2985T
Cydsa S.A.
20 March 2002
Cydsa, S.A, de C.V. Schedules Adjourned Meeting of Noteholders
and Amends its Note Tender Offer
Garza Garcia, MEXICO (March 18, 2002). -- Cydsa, S.A. de C.V. announced that it
has amended its tender offer for its 9.375% Notes due 2002. Pursuant to the
amended tender offer, Cydsa is now offering to purchase for cash from eligible
holders of its notes up to U.S.$40,000,000 in aggregate principal amount of its
notes for a cash purchase price of U.S.$520 per U.S.$1,000 amount of notes, plus
accrued and unpaid interest thereon up to, but not including, the date of
purchase.
Cydsa has extended the "Offer Expiration Date" to 12:00 Midnight, New York City
time, on Friday, March 29, 2002, unless further extended. The Offer Expiration
Date is the time by which eligible holders of record must deliver, and the
depositary must receive, tenders of notes in order to be eligible to participate
in the tender offer. Unless withdrawn, notes validly tendered prior to the date
hereof in accordance with the terms of the tender offer will remain subject to
the tender offer. Noteholders who already have tendered, and not withdrawn,
notes do not need to take any further action to participate in the tender offer.
Prior to the date hereof, approximately U.S.$12,158,000 in aggregate principal
amount of notes were tendered to the depositary.
The tender offer is conditioned upon, among other things, (1) the passing of the
extraordinary resolution by at least 75% in aggregate principal amount of the
notes voted at an adjourned meeting at which a quorum of eligible holders of
record holding more than 50% in aggregate principal amount of the outstanding
notes, other than notes held by Cydsa or Cydsa's nominees, is represented in
person or by proxy; and (2) notes representing at least U.S.$40,000,000 in
aggregate principal amount being validly tendered, and not withdrawn, pursuant
to the tender offer, or otherwise purchased by Cydsa, on or prior to the Offer
Expiration Date. Cydsa may in its discretion waive any or all of such
conditions.
In connection with the proxy solicitation, the adjourned meeting of noteholders
for the purpose of considering an extraordinary resolution which would extend
the maturity of the notes and amend certain covenants in the trust deed relating
to the notes will be held on Friday, April 5, 2002, at 3:00 p.m., London time,
at the offices of Linklaters, located at One Silk Street, London, United Kingdom
EC2Y 8HQ. Cydsa has extended to 10:00 a.m., New York City time, on Tuesday,
April 2, 2002, the "Proxy Submission Deadline," the time and date by which
holders of record must deliver duly executed proxies in order to vote by proxy
at the adjourned meeting of noteholders.
Cydsa has also extended to 10:00 a.m., New York City time, on Tuesday, April 2,
2002, the "Proxy Payment Deadline," the time and date by which eligible holders
of record must deliver to the proxy and information agent duly executed,
unrevoked proxies in favor of the extraordinary resolution in order to be
eligible to receive the proxy fee.
Unless revoked, duly executed proxies delivered to the proxy and information
agent prior to the date hereof in accordance with the terms of the proxy
solicitation will remain in effect for the adjourned meeting.
Cydsa's proxy solicitation and offer to purchase for cash is made upon the terms
and conditions set forth in the Proxy Solicitation Statement and Offer to
Purchase, dated January 25, 2002 (the "Statement"). Prior to the date hereof,
Cydsa distributed to all holders of the notes a letter of eligibility requesting
the holder to return a certification as to whether it is (1) a Qualified
Institutional Buyer (as defined in Rule 144A under the United States Securities
Act of 1933, as amended (the "Securities Act")), (2) not in the United States
(as contemplated in Rule 903(a)(1) of Regulation S under the Securities Act) or
(3) a dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States holding a discretionary account or
similar account (other than an estate or trust) for the benefit or account of a
non-U.S. person (as contemplated by Rule 903(a)(1) of Regulation S under the
Securities Act). Only holders who have completed and returned the certification
of eligibility ("eligible holders") are authorized to receive or review the
Statement or to participate in the proxy solicitation and the tender offer made
thereby.
This news release is not an offer to purchase, nor a solicitation of an offer to
purchase or a solicitation of proxies, with respect to the securities. The notes
have not been and will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Cydsa is a corporation based in Monterrey, Mexico with a presence in various
industrial sectors, such as Chemicals and Plastics, Fibers and Textile Products
and Flexible Packaging.
Cydsa Web Site: http://www.cydsa.com
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