CEVA Group Plc Announces Receipt of Waivers and Amendments from Lenders; Reminds Eligible Holders of Today’s Deadline to Tender Notes and Receive 5% Early Tender Fee
London, UK – 16 April 2013 – CEVA Group Plc (“CEVA” or the “Company”), one of the world’s leading non-asset based supply chain management companies, announced today that it was pleased to report that it has received certain requested waivers and amendments from the lenders under its senior secured credit facilities (the “Credit Facility”) and from the lenders under its U.S. asset backed loan facility (the “ABL Facility”) in connection with its previously announced financial recapitalization plan which if consummated will reduce substantially CEVA’s overall debt and interest costs, as well as increase liquidity and strengthen its capital structure. The Credit Facility lenders have agreed to, among other things, (a) forbear from exercising certain remedies under the Credit Facility as a result of certain defaults and other events, (b) consent to the incurrence, to the extent necessary, of a senior secured debtor-in-possession credit facility and (c) waive a change of control provision. The ABL Facility lenders have agreed to an amendment to the definition of change of control.
In addition, CEVA would like to remind eligible holders that in order to receive the consent fee / early tender fee payable in the previously announced private exchange offers (the “Exchange Offers”), which consists of new common equity interests (“Holdings Common Shares”) to be issued by Ceva Holdings LLC (“Holdings”) with a value equivalent to 5% of principal amount of indebtedness tendered, eligible holders of CEVA’s 12.75% Senior Notes due 2020 (the “Senior Unsecured Notes”), CEVA’s 11.5% Junior Priority Secured Notes due 2018 (the “Second Lien Notes”), CEVA’s 12% Second-Priority Senior Secured Notes due 2014 (the “Unexchanged Notes”) and CEVA’s Senior Unsecured Bridge Loans (the “Bridge Loans”) must validly tender, and not withdraw, their notes or other debt at or prior to 5:00 p.m., New York City time, on 16 April 2013 (the “Consent Time”). The valid tender of notes and other debt in the Exchange Offers requires the simultaneous delivery of all additional required documents as further described in the Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated 3 April 2013 (the “Offering Memorandum”). Tendered notes and other debt may not be withdrawn after the Consent Time. The Exchange Offers will expire at midnight, New York City time, on 30 April 2013, unless terminated, withdrawn earlier or extended.
If the Exchange Offers are consummated, each eligible holder that validly tenders, and does not validly withdraw, its notes or other debt prior to the Consent Time shall be eligible to receive a consent fee or early tender fee consisting of Holdings Common Shares with a value equivalent to 5% of the principal amount of indebtedness tendered by such eligible holder (or 0.05 Holdings Common Shares for each $1,000 principal amount of Second Lien Notes, Senior Unsecured Notes or Bridge Loans tendered, and 0.06405 Holdings Common Shares for each €1,000 principal amount of Unexchanged Notes tendered). For eligible holders of Second Lien Notes, the consent fee represents an incremental 7.6% of Holdings Common Shares compared to the total number of Holdings Common Shares and shares of new preferred equity of Holdings (excluding the consent fee) that is being offered as consideration in the Exchange Offers to such eligible holders if the Exchange Offers are consummated. For eligible holders of Senior Unsecured Notes, Unexchanged Notes and Bridge Loans, the consent fee / early tender fee represents an incremental 13.7%, 14.6% and 14.6%, respectively, of Holdings Common Shares compared to the number of Holdings Common Shares (excluding the consent fee / early tender fee) that is being offered as consideration in the Exchange Offers to such eligible holders if the Exchange Offers are consummated. The above assumes that the value of one Holdings Common Share is $1,000, which is based upon the Reorganized Common Equity Value (as such term is defined in the Offering Memorandum), assuming 100% participation of eligible holders prior to the Consent Time and that the $256.2 million Rights Offering is fully subscribed.
None of CEVA, Holdings or any other person makes any recommendation as to whether holders should tender their securities in the Exchange Offers or provide the consents to the proposed amendments in the Consent Solicitations, and no one has been authorized to make such a recommendation. Holders of securities should read carefully the Offering Memorandum before making any decision with respect to the Recapitalization. In addition, holders must make their own decisions as to whether to tender their securities in the Exchange Offers and provide the related consents in the Consent Solicitations, and if they so decide, the principal amount of the securities to tender.
The new securities being offered in the Exchange Offers have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.
The Exchange Offers are being made in the United States only to holders of securities who are both “qualified institutional buyers” or institutional “accredited investors” and “U.S. persons” and outside the United States only to persons other than “U.S. persons” who are “non-U.S. qualified offerees” (in each case, as such terms are used in the letter of eligibility). The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offers are subject to certain significant conditions. The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and other documents relating to the Recapitalization, which have been distributed to eligible holders of securities. CEVA and Holdings have the right to amend, terminate or withdraw the Exchange Offers and the Consent Solicitations, at any time and for any reason, including if any of the conditions to the Exchange Offers is not satisfied.
Documents relating to the Exchange Offers and the Consent Solicitations, including the Offering Memorandum will only be distributed to holders of securities who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offers and the Consent Solicitations. Holders of securities who desire a copy of the eligibility letter should contact Garden City Group, the exchange agent for the Exchange Offers, at +1 (855) 454-1733.
For more information please contact:
Mike Darcy, CEVA
+31 622 482604
mike.darcy@cevalogistics.com
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 50,000 employees are dedicated to delivering effective and robust supply chain solutions across a variety of sectors and CEVA applies its operational expertise to provide best-in-class services across its integrated network, with a presence in over 160 countries. For the year ending 31 December, 2012, the Company and its subsidiaries reported revenues of €7.2 billion. For more information, please visit www.cevalogistics.com
Cautionary Statement
This news release is for information purposes only and does 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 offers to exchange the securities are only being made pursuant to the Offering Memorandum that CEVA is distributing to eligible holders of the securities. The Exchange Offers are not being made to holders of the securities 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 news release is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) of the Order or (iv) to whom this press release may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “Relevant Persons”). This news 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.
Safe Harbor Statement:
This news 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, its guidance for 2013 and beyond, and the 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.
