Rep Uno S.A. de C.V. Amends Tender Offer for Indebtedness of SANLUIS and SANLUIS Co-Inter
Announcement of Increased Consideration for Certain Debt and Extension of Early Tender Expiration Date
MEXICO CITY, Oct. 24 -- Rep Uno, S.A. de C.V. ("Rep Uno"), a subsidiary of SANLUIS Corporacion, S.A.B. de C.V. ("SANLUIS"), announced today that it is amending its offer to purchase and consent solicitation statement dated October 10, 2007 (together with the materials appended thereto, the "Initial Offer to Purchase"), regarding (a) its cash tender offer and consent solicitation for any and all outstanding 8.00% Guaranteed Notes due 2010 (the "SISA Notes") issued by SANLUIS's subsidiary SANLUIS Co-Inter S.A. ("SISA") and (b) its cash tender 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. Rep Uno is issuing a supplement to the Initial Offer to Purchase in connection with the amendments to the Offers described below (the "Supplement," and together with the Initial Offer to Purchase, the "Amended Offer to Purchase").
All holders that have previously validly tendered their SISA Notes and delivered the related consents or validly tendered their SANLUIS Debt, as applicable, do not need to take any action to receive the benefits of the Amended Offer to Purchase.
The amendments to the cash tender offers for the SISA Notes and SANLUIS Debt and, for the SISA Notes, the consent solicitation (collectively, the "Offers"), are as follows:
Extended Early Tender Expiration Date. Rep Uno is extending the expiration date for the right to receive an early tender payment for valid tenders of SISA Notes to 12:00 noon, New York City time, on October 26, 2007 (the "New Early Tender Expiration Date") from 5:00 p.m., New York City time, on October 23, 2007 (the "Initial Early Tender Expiration Date"). The scheduled final expiration date remains unchanged at 12:00 midnight, New York City time, on November 6, 2007 (the "Expiration Date").
Increased Consideration for SISA Notes. Rep Uno is increasing the consideration for the SISA Notes as set forth in the following table.
Original New Price
Security CUSIP Principal Accretion (% of Accreted
Description Numbers Amount Factor (1) Principal Amount)
8.00%
Guaranteed P84477AA9 U.S.$47,378,063 143.72800 % 94.15 %
Notes due 80104SAA3
2010 issued
by SISA
New Tender Offer
Early Tender Payment Consideration per New Total Consideration per
(% of Accreted U.S.$1,000 Original U.S.$1,000 Original
Principal Amount) Principal Amount Principal Amount
5% U.S.$1,281.34 plus U.S.$1,353.20 plus accrued
accrued interest (2) interest (2)
(1) Principal amount including capitalized interest through March 15,
2007, expressed as a percentage of original principal amount.
(2) An amount equal to interest calculated on the principal amount
(including capitalized interest through March 15, 2007) at 8.00%
from, and including, March 15, 2007 to, but excluding, the
Settlement Date.
Holders of SISA Notes validly tendered (together with the related consents) prior to the New 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%), representing the equivalent of a yield-to-maturity on the SISA Notes of approximately 10.50%, plus an amount equal to accrued interest thereon from and including March 15, 2007, to but excluding the applicable Settlement Date (as defined below) (the "New SISA Note Total Consideration"). Any holder that validly tendered and did not validly withdraw its SISA Notes prior to the Initial Early Tender Expiration Date will also receive the New SISA Note Total Consideration.
Holders of SISA Notes validly tendered (together with the related consents) after the New Early Tender Expiration Date but prior to the 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.$1,281.34 (or 89.15% of the Accreted Principal Amount of the SISA Notes tendered), plus an amount equal to accrued interest thereon from and including March 15, 2007, to but excluding the applicable Settlement Date (the "New SISA Note Tender Offer Consideration"), and will not receive an Early Tender Payment.
Both the New SISA Note Total Consideration and New SISA Note Tender Offer Consideration are being increased by $174.63 for each U.S.$1,000 original principal amount of SISA Notes tendered from the Total Consideration and the Tender Offer Consideration for the SISA Notes, respectively, in each case as set forth in the Initial Offer to Purchase.
Increased Consideration for SANLUIS 8.875% Notes. Rep Uno is also increasing the consideration for the 8.875% Notes, as set forth in the following table.
Tender Offer
Consideration per
Security CUSIP or ISIN Outstanding U.S.$1,000 Original
Description Numbers Principal Amount Principal Amount
8.875% Notes due P84484AA5
2008 issued by 801043AA8 U.S.$6,116,173 U.S.$780
SANLUIS
Holders of 8.875% Notes validly tendered prior to the Expiration Date and accepted by Rep Uno will receive consideration for each U.S.$1,000 original principal amount of 8.875% Notes of U.S.$780. The consideration for the 8.875% Notes will not include any payment for, or amount equal to, accrued interest thereon. The new consideration for the 8.875% Notes represents an increase of U.S.$330 from the consideration for those notes set forth in the Initial Offer to Purchase.
Rep Uno is not increasing the tender offer consideration for the ECP Notes, which remains U.S.$450 per U.S.$1,000 original principal amount.
No Extension of Withdrawal Rights. A holder validly tendering SISA Notes and delivering the related consents at any time after the Initial Early Tender Expiration Date, including any holder that had tendered and not validly withdrawn its SISA Notes and related consents prior to the Initial Early Tender Expiration Date, may not withdraw its tender and consents except under the limited circumstances described in the Initial Offer to Purchase. The withdrawal rights of tendering holders of SANLUIS Debt remain as described in the Initial Offer to Purchase.
Early Tender Settlement Option. Rep Uno is amending the Offers to permit it to accept and pay for validly tendered SISA Notes, 8.875% Notes and/or ECP Notes at any time prior to the Expiration Date (any such dates of acceptance and payment, respectively, the "Early Acceptance Date" and the "Early Settlement Date"), provided that at the time of such acceptance, Rep Uno (i) has received valid tenders and related consents from holders representing a majority in aggregate principal amount of the SISA Notes outstanding and the Supplemental Indenture implementing the Proposals has been duly executed (the "Minimum Tender Condition"), and (ii) all other conditions to the Offers set forth in the Initial Offer to Purchase, including the Financing Condition (as defined in the Offer to Purchase), have been satisfied or waived. Payment for all tendered SISA Notes and SANLUIS Debt accepted by Rep Uno upon the Early Acceptance Date or following the Expiration Date (the "Final Acceptance Date") will be made promptly thereafter (the settlement date following the Expiration Date, the "Final Settlement Date," and together with any Early Settlement Date, the "Settlement Date"). The Supplemental Indenture will become operative on the earlier to occur of the Early Acceptance Date, if any, and the Final Acceptance Date. Rep Uno may choose to give notice of the Early Acceptance Date, if any, solely by press release, in which it will specify the Early Settlement Date. If Rep Uno elects to declare an Early Acceptance Date, Rep Uno intends to waive the remaining conditions to its obligation to settle the Offers on the applicable Settlement Date and accept further valid tenders prior to the Expiration Date other than the conditions set forth in paragraphs 4, 5(a) and 8 set forth under "The Tender Offer and the Consent Solicitation- Conditions of the Offer" in the Initial Offer to Purchase. Payment on any Settlement Date will also be subject to closing of the New Offering (as defined in the Initial Offer to Purchase).
Clarification of Maximum Amount of Soliciting Dealer Fee. Rep Uno is clarifying that the soliciting dealer fee for SISA Notes that will be paid to any soliciting dealer appropriately designated by a client to receive this fee will be in an amount equal to U.S.$2.50 for each U.S.$1,000 original principal amount of SISA Notes that are validly tendered and accepted for payment, provided that no soliciting dealer will receive a fee with respect to more than U.S.$250,000 original principal amount tendered by any client, regardless of the aggregate original principal amount of SISA Notes tendered by such client. Therefore, a soliciting dealer is subject to a maximum fee per client of U.S.$625.00. Payment of any soliciting dealer fee otherwise remains subject to all of the terms and conditions set forth in the Initial Offer to Purchase.
Other Matters. Except as expressly stated above, the Offers are being made on the terms set forth in the Initial Offer to Purchase. Completion of the Offers is subject to certain conditions described in Initial 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 Offers and consent solicitation.
As a result of the amendment of the Offers described above, the maximum amount of funds required by Rep Uno to pay the amounts due pursuant to the Offers will be U.S.$74.6 million (assuming a single Settlement Date of November 8, 2007), if 100% of the subject debt is validly tendered and, for the SISA Notes, the requisite holders have validly consented to the proposed amendments to the SISA Notes indenture.
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 (212) 761-5384 or (800) 624-1808 (U.S. toll free). Requests for documentation may be directed to the information agent at (212) 430-3774 for banks and brokers and (866) 873-5600 for all others. Questions may also be directed to SANLUIS's Investor Relations department, to the attention of Antonio Olivo, at (+1-52-55) 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.