Mercury Interactive Corporation Receives Waiver From Convertible Note Holders
October 26 2005 - 4:15AM
PR Newswire (US)
MOUNTAIN VIEW, Calif., Oct. 26 /PRNewswire-FirstCall/ -- Mercury
Interactive Corporation ("Mercury") previously announced that it
was soliciting consents from the holders of its $300 million
aggregate principal amount of 4.75% Convertible Subordinated Notes
due 2007 (the "2007 Notes") and from the holders of its $500
million aggregate principal amount of Zero Coupon Senior
Convertible Notes due 2008 (the "2008 Notes"). In each case,
Mercury was requesting a limited waiver, until March 31, 2006, of
any default or event of default arising from Mercury's failure to
file with the Securities and Exchange Commission and furnish to the
holders of notes, those reports required to be filed under the
Securities Exchange Act of 1934 (the "Report Defaults"). Mercury
announced today that upon the expiration of the consent
solicitations at 5:00 p.m., Eastern Standard Time, on October 25,
2005 (the "Expiration Time"), holders of over 94% of the
outstanding aggregate principal amount of 2007 Notes and over 93%
of the outstanding aggregate principal amount of 2008 Notes
submitted consents and therefore the Report Defaults were waived.
In consideration of the waiver, Mercury will (i) pay to each holder
of 2007 Notes from whom a properly executed, unrevoked and
completed letter of consent was received on or prior to the
Expiration Time a consent fee of $25.00 for each $1,000 principal
amount of 2007 Notes and (ii) enter into an amendment to the
Indenture governing the 2008 Notes pursuant to which Mercury shall
be required to repurchase the 2008 Notes, at the option of the
holder, on November 30, 2006 at a repurchase price equal to 107.25%
of the principal amount. About Mercury Mercury Interactive
Corporation (NASDAQ:MERQE), the global leader in business
technology optimization (BTO) software, is committed to helping
customers optimize the business value of information technology.
Founded in 1989, Mercury conducts business worldwide and is one of
the largest enterprise software companies today. Mercury provides
software and services for IT Governance, Application Delivery, and
Application Management. Customers worldwide rely on Mercury
offerings to govern the priorities, processes and people of IT and
test and manage the quality and performance of business-critical
applications. Mercury BTO offerings are complemented by
technologies and services from global business partners. For more
information, please visit http://www.mercury.com/. Forward Looking
Statements The press release contains "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties concerning Mercury's expected
financial performance, as well as Mercury's future business
prospects and product and service offerings. Mercury's actual
results may differ materially from the results predicted or from
any other forward-looking statements made by, or on behalf of,
Mercury and reported results should not be considered as an
indication of future performance. Potential risks and uncertainties
include, among other things: 1) the results of the Special
Committee investigation, 2) expectations as to the timing of the
completion of the Special Committee investigation, the Company's
review, restatement and filing of its historical financial
statements and the filing of its Form 10-Q for the second and third
quarters of fiscal year 2005, 3) the impact related to the
expensing of stock options and stock purchases under Mercury's
employee stock purchase program under Financial Accounting
Standards Board's Statement 123 including, without limitation, the
impact of the restatement, 4) the nature and scope of the ongoing
SEC investigation, 5) the possibility that Company will not file
its quarterly reports on Form 10-Q for the periods ended June 30,
2005 and September 30, 2005 and all required restated and other
financial statements for previous periods and that the Nasdaq
Listing Qualifications Panel may not grant the Company's request
for a further extension to regain compliance with Nasdaq listing
qualifications, in which case the Company's common stock would be
delisted from the Nasdaq National Market, and 6) the additional
risks and important factors described in Mercury's SEC reports,
including the Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2005, which is available at the SEC's website at
http://www.sec.gov/. All of the information in this press release
is made as of October 26, 2005, and Mercury undertakes no duty to
update this information. NOTE: Mercury, Mercury Interactive and the
Mercury logo are trademarks of Mercury Interactive Corporation and
may be registered in certain jurisdictions. Other product and
company names are used herein for identification purposes only, and
may be trademarks of their respective companies. DATASOURCE:
Mercury Interactive Corporation CONTACT: investors, Michelle
Ahlmann, +1-650-603-5200, or press, Dave Peterson, +1-650-603-5200,
both of Mercury Interactive Corporation Web site:
http://www.mercury.com/
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