Hoofddorp, the Netherlands, April 7, 2017 – CEVA Group Plc (“CEVA” or the “Company”) announced today the successful completion its 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 Company accepted for exchange in the Exchange Offer an aggregate principal amount of $350,674,633 of Existing Notes that had been validly tendered (and not validly withdrawn) as of 11:59 p.m., New York City time, on April 4, 2017. The Company issued $375,530,636 aggregate principal amount of its new 9.0% First Lien Senior Secured Notes due 2020 (the “New Notes”), which represents an aggregate principal amount of $359,441,511 of New Notes issued in connection with the Exchange Offer plus an aggregate principal amount of $16,089,125 of New Notes issued pursuant to agreements between the Company and certain holders of CEVA’s outstanding 12.75% senior notes due 2020, pursuant to which CEVA agreed to privately exchange such outstanding senior notes for a like principal amount of the New Notes concurrently with, and conditioned upon, the Exchange Offer.
The Exchange Offer and Consent Solicitation were subject to certain conditions, including the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of the Existing Notes to the proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes (the “Existing Notes Indenture”). All of the conditions to the Exchange Offer and Consent Solicitation have been satisfied or waived by the Company. The Proposed Amendments were implemented in the supplemental indenture with respect to the Existing Notes Indenture (the “Supplemental Indenture”) and the Supplemental Indenture became operative upon the completion of the Exchange Offer.
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.