Hoofddorp, the Netherlands, April 5, 2017 – CEVA Group Plc (“CEVA” or the “Company”) announced today the final results and expected successful completion of the previously announced private offer to exchange (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) for its 4.00% First Lien Senior Secured Notes due 2018 (the “Existing Notes”). The terms of the Exchange Offer were described more fully in the confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated as of March 8, 2017.
The Exchange Offer expired at 11:59 p.m., New York City time, on April 4, 2017 (the “Expiration Time”). As of the Expiration Time, valid tenders had been received from approximately $350,674,633 principal amount (89.9%) of the Existing Notes. All of the conditions to the Exchange Offer have been satisfied or waived by the Company. CEVA expects that the closing of the Exchange Offer will occur on April 7, 2017 or as soon as practicable thereafter.
In addition, the Company announced that it had amended the terms and conditions of the Exchange Offer to permit all eligible holders that participated in the Exchange Offer on or prior to the Expiration Time to receive the Total Consideration (as defined below). Prior to this announcement, only eligible holders who validly tendered their Existing Notes on or prior to 5:00 p.m., New York City time, on March 28, 2017 would be entitled to receive the Total Consideration.
As a result of the amended terms and conditions of the Exchange Offer, all eligible holders who validly tendered Existing Notes at or prior to the Expiration Time will receive total consideration of $1,025 principal amount of CEVA’s new 9.00% First Lien Senior Secured Notes due 2020 (the “New Notes”) per $1,000 principal amount of Existing Notes tendered (the “Total Consideration”). Eligible holders of Existing Notes accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest in respect of such Existing Notes from the applicable most recent interest payment date to, but not including, the closing date of the Exchange Offer.
The New Notes offered in the Exchange Offer have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Exchange Offer was made, and the New Notes were offered and issued only (i) in the United States, to holders of Existing Notes who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) outside the United States, to holders of Existing Notes who (A) are not “U.S. persons” (as defined in Rule 902 under the Securities Act) and (B) are also “non-U.S. qualified offerees” (as defined in the letter of eligibility), in reliance on Regulation S of the Securities Act. The Exchange Offer was made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offer was subject to certain significant conditions. The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and the other documents relating to the Exchange Offer which were distributed to eligible holders of the Existing Notes.
This announcement is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offer to exchange the Existing Notes in the Exchange Offer was made only through and subject to the terms and conditions set forth in the confidential Offering Memorandum that was distributed to eligible holders of the Existing Notes. The Exchange Offer was not made to holders of the Existing 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. This announcement, and any other material related thereto, is directed only at persons who: (i) fall within the definition of investment professional under article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are high net-worth entities and other persons falling within article 49(2)(a) to (e) of the Financial Promotion Order; or (iii) are persons falling within article 43 of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any New Notes) may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
For more information contact:
For and on behalf of CEVA:
T: +44 (0)208 941 5381
CEVA - Making business flow
CEVA, one of the world’s leading non-asset based supply-chain management companies, designs and implements industry leading solutions for large and medium-size national and multinational companies. Approximately 41,000 employees in more than 160 countries are dedicated to delivering effective and robust supply-chain solutions across a variety of sectors where CEVA applies its operational expertise to provide best-in-class services across its integrated network. For more information, please visit www.cevalogistics.com.
Safe Harbor Statement:
This press release may contain forward-looking statements. These statements include, but are not limited to, discussions regarding industry outlook, the Company’s expectations regarding the performance of its business, its liquidity and capital resources, and other non-historical statements. These statements can be identified by the use of words such as “believes” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar expressions. All forward-looking statements are based on management’s current expectations and beliefs only as of the date of this press release and, in addition to the assumptions specifically mentioned in the above paragraphs, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the effect of local and national economic, credit and capital market conditions, a downturn in the industries in which we operate (including the automotive industry and the airfreight business), risks associated with the Company’s global operations, fluctuations and increases in fuel prices, the Company’s substantial indebtedness, restrictions contained in its debt agreements and risks that it will be unable to compete effectively. Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results, is contained in the Company’s annual and quarterly reports, available on the Company’s website, which investors are strongly encouraged to review. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. CEVA disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.