Sensata Technologies announces preliminary results of and Amendments to Tender Offers for Senior and Senior Subordinated Notes
ALMELO, The Netherlands | March 17, 2009 | Sensata Technologies B.V. (“Sensata”), a global designer and manufacturer of sensors and controls, today announced that, as of 5:00 P.M., New York City time, on March 16, 2009 (such date and time with respect to a Tender Offer (as defined below), the “Early Participation Date”), it has received tenders of $109,994,000 aggregate principal amount of its outstanding 8% Senior Notes due 2014 (the “Dollar Notes”) pursuant to its previously announced cash tender offer for the Dollar Notes (the “Dollar Tender Offer”), and it has received tenders of €72,142,000 aggregate principal amount of its outstanding 9% Senior Subordinated Notes due 2016 (the “9% Notes”) and its 11.25% Senior Subordinated Notes due 2014 (the “11.25% Notes” and, together with the 9% Notes, the “Euro Notes”) pursuant to its previously announced cash tender offer for the Euro Notes (the “Euro Tender Offer” and, together with the Dollar Tender Offer, the “Tender Offers”).
Sensata also announced today that it is amending the Dollar Tender Offer so that it is now offering to purchase the maximum aggregate principal amount of outstanding Dollar Notes that it can purchase for $42,000,000 (excluding accrued interest, the “New Maximum Dollar Payment Amount”) (increased from $40,000,000 as contemplated in the Offer to Purchase dated March 3, 2009 (the “Offer to Purchase”)), at the same purchase prices and on the same terms and conditions set forth in the Offer to Purchase. All other terms of the Tender Offers remain unchanged.
Each Holder who validly tenders (and does not withdraw) his or her Notes prior to the Early Participation Date, and whose Notes are accepted for purchase in a Tender Offer, will receive an early participation payment of $30.00 per $1,000 principal amount of Dollar Notes tendered in the Dollar Tender Offer and an early participation payment of €30.00 per €1,000 principal amount of Euro Notes tendered in the Euro Tender Offer (such payment with respect to a Tender Offer, the “Early Participation Payment”). Holders tendering their Notes in a Tender Offer after the Early Participation Date for that Tender Offer will not be eligible to receive the Early Participation Payment for that Tender Offer.
The withdrawal date relating to each Tender Offer occurred at 5:00 P.M., New York City time, on March 16, 2009 (the “Withdrawal Date”). Notes tendered (and not withdrawn) prior to the Withdrawal Date and Notes that are tendered after the Withdrawal Date may not be withdrawn. Each Tender Offer is scheduled to expire at 11:59 P.M., New York City time, on March 30, 2009, unless, with respect to a Tender Offer, such time and date is extended or earlier terminated by Sensata with respect to that Tender Offer (the “Expiration Date”).
The Tender Offers are conditioned upon the satisfaction or waiver of certain conditions as described in the Offer to Purchase. Subject to applicable law, Sensata may also terminate either or both Tender Offers at any time prior to the applicable Expiration Date in its sole discretion.
As contemplated by the Offer to Purchase, Sensata may, in its sole discretion, assign its right to purchase the Notes validly tendered (and not withdrawn) pursuant to the Tender Offers to its wholly owned subsidiary, Sensata Technologies, Inc., a Delaware corporation (“STI”), prior to the Expiration Date. In that event, STI will, upon the terms and subject to the conditions of the Tender Offers, accept for payment, and thereby purchase, all Notes validly tendered (and not withdrawn) with an applicable Bid Price that results in an applicable Bid Premium equal to or less than the applicable Clearing Premium (as each term is defined in the Offer to Purchase), subject to possible prorationing. STI will immediately thereafter transfer such Notes to Sensata for cancellation.
Additional Information
Goldman, Sachs & Co. is the dealer manager for the Tender Offers. Global Bondholder Services Corporation is the Information Agent and Depositary for the Dollar Tender Offer. Lucid Issuer Services Limited is the Information Agent and Tender Agent for the Euro Tender Offer. Questions regarding the Tender Offers should be directed to Goldman, Sachs & Co. at (800) 828 3182 (toll free) or (212) 902 5183 (collect). Requests for documentation relating to the Dollar Tender Offer should be directed to Global Bondholder Services Corporation at (866) 387 1500 (toll free) or (212) 430 3774 (banks and brokers only). Requests for documentation relating to the Euro Tender Offer should be directed to Lucid Issuer Services Limited at 44 (20) 7704 0880.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offers are being made solely pursuant to the Offer to Purchase and related documents. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Sensata by the dealer manager, if the dealer manager is a licensed broker or dealer under the laws of such jurisdiction, or by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About Sensata
On April 27, 2006, Sensata, a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated.
Sensata is a leading designer and manufacturer of sensors and controls in each of the key applications in which it competes. Sensata has business and product development centers in the United States, the Netherlands and Japan; and manufacturing operations in Brazil, China, South Korea, Malaysia, Mexico, and the Dominican Republic, as well as sales offices around the world. Sensata employs approximately 9,000 people worldwide. Further information can be found on the Company’s web site: www.sensata.com.
Sensata Safe Harbor Statement
Some of the statements in this news release constitute “forward looking statements” that do not directly or exclusively relate to historical facts. The forward looking statements made in this release reflect Sensata’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Detailed information about some of the known risks is included in Sensata’s annual report on Form 10 K for the year ended December 31, 2008 and Sensata’s other periodic reports filed with the U.S. Securities and Exchange Commission. Because actual results could differ materially from Sensata’s intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward looking statements contained in this news release with caution. Sensata does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
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