Update: Ashland delivers notice of redemption of Hercules 8.0% Convertible Subordinated Debentures Due 2010
November 14 2008 - 11:11AM
PR Newswire (US)
COVINGTON, Ky., Nov. 14 /PRNewswire-FirstCall/ -- Ashland Inc.
(NYSE:ASH) has delivered a notice of redemption of the 8.0%
Convertible Subordinated Debentures Due 2010, CUSIP 427056AK2 (the
"Debentures"), issued by Hercules Incorporated (NYSE:HPC)
("Hercules"). Pursuant to an Agreement and Plan of Merger, dated as
of July 10, 2008, among Ashland, Ashland Sub One, Inc. and Hercules
(the "Merger Agreement"), Ashland acquired Hercules, effective Nov.
13, 2008 (the "Merger"). The Debentures mature by their terms on
Aug. 15, 2010, and there is currently $2.173 million in aggregate
principal amount of outstanding Debentures. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO ) The
redemption date for the Debentures is Dec. 3, 2008. The Debentures
will be redeemed at a redemption price of 100% of the principal
amount plus accrued interest to Dec. 3, 2008. The Debentures may be
redeemed by delivery to the Trustee, The Bank of New York Mellon,
beginning two weeks in advance of the Dec. 3, 2008 redemption date.
On Nov. 13, 2008, Ashland, on behalf of Hercules, has deposited
with the trustee as trust funds an amount sufficient to pay and
discharge the entire indebtedness on all outstanding Debentures and
interest to the redemption date. As of that time, the Debentures
are no longer considered to be outstanding under the indenture.
Under the provisions of the indenture governing the Debentures,
holders of the Debentures could have elected to convert their
Debentures into shares of common stock of Hercules. The price at
which shares of Hercules common stock would have been delivered
upon conversion of the Debentures is $14.90 per share. Under the
provisions of the indenture, Debentures outstanding at the
effective time of the Merger became convertible into the right to
receive the merger consideration received by the holders of shares
of Hercules common stock, based upon the number of shares of such
common stock into which a Debenture might have been converted
immediately prior to the Merger. Pursuant to the Merger Agreement,
the merger consideration receivable for each share of Hercules
common stock outstanding at the effective time of the Merger is (i)
$18.60 in cash, without interest, and (ii) 0.0930 of a share of
common stock of Ashland. If a holder elects to exercise a
conversion right, for each $1,000 of principal amount converted,
the holder will be entitled to receive $1,248.32 in cash, without
interest, and 6.2416 shares of Ashland common stock. The right to
convert the Debentures will terminate on Nov. 28, 2008. On or prior
to Nov. 28, 2008, the Debentures may be surrendered for conversion,
duly endorsed or assigned to Hercules or in blank, at the Corporate
Trust Office of the Trustee. For redemption purposes, the
Debentures may be delivered to the Trustee, The Bank of New York
Mellon, Global Corporate Trust, by first-class mail to P.O. Box
2320, Dallas, TX 75221-2320, by registered/certified express
delivery to 2001 Bryan Street, 9th Floor, Corporate Trust Window,
Dallas, TX 75201, or by hand delivery to 101 Barclay Street, 1st
Floor East, New York, NY 10286. For conversion purposes, the
Debentures may be surrendered to the Trustee, The Bank of New York
Mellon, 101 Barclay Street, 1st Floor East, New York, NY 10286. The
Bank of New York Mellon contact is Francine Kincaid (212-815-
5082). The details concerning the terms and conditions of
redemption are fully described in a Notice of Redemption mailed on
Nov. 13, 2008 to record holders of Debentures. This press release
is not a notice of redemption. The redemption is made solely
pursuant to the Notice of Redemption. About Ashland Ashland Inc.
(NYSE:ASH) provides specialty chemical products, services and
solutions for many of the world's most essential needs and
industries. Serving customers in more than 100 countries, it
operates through five commercial units: Ashland Hercules Water
Technologies, Ashland Performance Materials, Ashland Aqualon
Functional Ingredients, Ashland Consumer Markets (Valvoline) and
Ashland Distribution. To learn more about Ashland, visit
http://www.ashland.com/. Forward-Looking Statements This news
release contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The statements include those made
with respect to Ashland's operating performance and Ashland's
acquisition of Hercules Incorporated. These expectations are based
upon a number of assumptions, including those mentioned within this
news release. Performance estimates are also based upon internal
forecasts and analyses of current and future market conditions and
trends, management plans and strategies, weather, operating
efficiencies and economic conditions, such as prices, supply and
demand, cost of raw materials, and legal proceedings and claims
(including environmental and asbestos matters). These risks and
uncertainties may cause actual operating results to differ
materially from those stated, projected or implied. Such risks and
uncertainties with respect to Ashland's acquisition of Hercules
include the possibility that the benefits anticipated from the
Hercules transaction will not be fully realized; the substantial
indebtedness Ashland has incurred to finance the acquisition may
impair Ashland's financial condition; the restrictive covenants
under the debt instruments may hinder the successful operation of
Ashland's business; future cash flow may be insufficient to repay
the debt; and other risks that are described in filings made by
Ashland with the Securities and Exchange Commission (the "SEC").
Although Ashland believes its expectations are based on reasonable
assumptions, it cannot assure the expectations reflected herein
will be achieved. This forward-looking information may prove to be
inaccurate and actual results may differ significantly from those
anticipated if one or more of the underlying assumptions or
expectations proves to be inaccurate or is unrealized or if other
unexpected conditions or events occur. Other factors, uncertainties
and risks affecting Ashland are contained in Ashland's periodic
filings made with the SEC, including its Form 10-K for the fiscal
year ended September 30, 2007, and Forms 10-Q for the quarters
ended December 31, 2007, and March 31 and June 30, 2008, which are
available on Ashland's Investor Relations website at
http://www.ashland.com/investors or the SEC's website at
http://www.sec.gov/. Ashland undertakes no obligation to
subsequently update or revise the forward-looking statements made
in this news release to reflect events or circumstances after the
date of this news release.
http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO
http://photoarchive.ap.org/ DATASOURCE: Ashland Inc. CONTACT: Media
Relations: Jim Vitak, +1-614-790-3715, , Investor Relations: Eric
Boni, +1-859-815-4454, , both of Ashland Inc. Web site:
http://www.ashland.com/ http://www.ashland.com/investors Company
News On-Call: http://www.prnewswire.com/comp/065263.html
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