3128012 Nova Scotia Limited Announces Increase in Consideration and Extension of Cash Tender Offer for 3.75% Convertible Senior
April 24 2006 - 7:33PM
PR Newswire (US)
NEW YORK, April 24 /PRNewswire/ -- 3128012 Nova Scotia Limited (the
"AcquisitionCo"), a Nova Scotia corporation owned by affiliates of
Kingdom Hotels International and Colony Capital, LLC, announced
today that it has increased the price of its offer to purchase any
and all of the outstanding 3.75% Convertible Senior Notes due 2023
(CUSIP Nos. 305204 AA 7 and 305204 AB 5) (the "Convertible Notes")
issued by Fairmont Hotels & Resorts Inc. ("Fairmont") (NYSE:
FHR; TSX) by $2.50 for each $1,000 principal amount of Convertible
Notes tendered. AcquisitionCo is now offering to purchase each
$1,000 principal amount of Convertible Notes at a purchase price of
$1,213.93. As previously announced by Fairmont, the increase in the
offering price was made in connection with the resolution of an
objection by certain holders of the Convertible Notes to the plan
of arrangement (the "Arrangement"), recently approved by the
Ontario Superior Court of Justice, pursuant to which, among other
things, AcquisitionCo will acquire all of the outstanding Fairmont
common shares for $45.00 in cash per share. The tender offer (the
"Offer") also has been extended until May 10, 2006 and will now
expire at 5:00 pm, New York City time, on May 10, 2006, unless
further extended or terminated (the "expiration time").
AcquisitionCo currently is targeting the second week in May for the
completion of its financing arrangements for, and consummation of
the transactions contemplated by, the Arrangement, subject to the
timely satisfaction or waiver of the conditions to closing set
forth in the Acquisition Agreement previously entered into by
Fairmont and AcquisitionCo. The Offer, as revised, is being made
upon the terms and conditions in the Offer to Purchase and related
Letter of Transmittal, dated March 31, 2006. Tenders of the
Convertible Notes may be withdrawn at any time prior to the
extended expiration time. Other terms of the Offer remain
unchanged. As of 4:00 pm, New York City time, on April 24, 2006,
$13,379,000 aggregate principal amount of the $270,000,000
aggregate principal amount of issued and outstanding Convertible
Notes had been tendered for purchase by AcquisitionCo. In addition,
AcquisitionCo has been advised by Fairmont that, in connection with
the foregoing resolution, holders of approximately $144,944,000
aggregate principal amount of the Convertible Notes, which
represents approximately 54% of the aggregate principal amount of
issued and outstanding Convertible Notes, have committed to tender
their Convertible Notes under the revised Offer. As discussed in
the Offer materials, none of AcquisitionCo or Fairmont (or their
respective management or the board 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 increase in consideration and
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, as revised, is being made only
pursuant to the Offer to Purchase and related Letter of Transmittal
dated March 31, 2006, and the Amendment and Supplement to the Offer
to Purchase dated April 24, 2006, which is being disseminated to
holders of the Convertibles Notes. Questions regarding the Offer
should be directed to Global Bondholder Services Corporation, the
Information Agent, by telephone at (866) 470-3700 (toll free),
(212) 430-3774 (call collect) or in writing to 65 Broadway -- Suite
704, New York, NY 10006, Attention: Kam Ng, or to The Bank of New
York, the Depositary, by telephone at (212) 815-3738, or in writing
to the Corporate Trust Operations, Reorganization Unit, 101 Barclay
Street -- 7 East, New York, NY 10286, Attention: Evangeline R.
Gonzales. DATASOURCE: 3128012 Nova Scotia Limited CONTACT: Kam Ng
of Global Bondholder Services, 1-866-470-3700
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