Hoofddorp, the Netherlands, March 23, 2017 – CEVA Group Plc (“CEVA” or the “Company”) announced today that the consent time (the “Consent Time”) in respect of its previously announced private offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) made pursuant to the confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated as of March 8, 2017, has been extended from 5:00 p.m., New York City time on March 22, 2017 to 5:00 p.m., New York City time, on March 23, 2017, unless extended or earlier terminated.
As of 5:00 p.m., New York City time, on March 22, 2017, valid tenders and consents had been received from eligible holders of approximately $346.1 million aggregate principal amount (88.8%) of CEVA’s 4.00% First Lien Senior Secured Notes due 2018 (the “Existing Notes”). All eligible holders of Existing Notes who have previously validly tendered, and not validly withdrawn, consents (and do not wish to withdraw) do not need to retender such Existing Notes or redeliver such related consents or take any other action in response to the extension of the Consent Time. Tendered Existing Notes may not be withdrawn after the Consent Time.
CEVA has the right to amend, terminate or withdraw the Exchange Offer and Consent Solicitation, at any time and for any reason, including if any of the conditions to the Exchange Offer are not satisfied. For example, CEVA reserves the right to amend the proposed amendments being sought in the Consent Solicitation to provide that upon receipt of the consent of holders of not less than 90% of the outstanding principal amount of Existing Notes, the terms of any Existing Notes that are not tendered in the Exchange Offer may be modified materially and adversely without the consent of such non-tendering holders, including, among other things, to extend their scheduled maturity to beyond May 1, 2018.
As previously announced, the Exchange Offer is scheduled to expire at 11:59 p.m., New York City time on April 4, 2017, unless extended or earlier terminated (such time and date, as it may be extended, the “Expiration Time”). Eligible holders may tender their Existing Notes until the Expiration Time. Except as set forth herein, the complete terms and conditions of the Exchange Offer and the Consent Solicitation remain the same as set forth in the Offering Memorandum.
Neither CEVA nor any other person makes any recommendation as to whether eligible holders should tender their Existing Notes in the Exchange Offer or provide the consent to the proposed amendments to the indenture governing the Existing Notes in the Consent Solicitation, and no one has been authorized to make such a recommendation. Eligible holders of the Existing Notes should read carefully the Offering Memorandum before making an investment decision to participate in the Exchange Offer. In addition, eligible holders must make their own decisions as to whether to tender their Existing Notes in the Exchange Offer, and if they so decide, the principal amount of the Existing Notes to tender.
CEVA’s new 9.00% First Lien Senior Secured Notes due 2020 (the “New Notes”) being 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 is being made, and the New Notes are being 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 is made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offer is 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 have been distributed to eligible holders of the Existing Notes.
Documents relating to the Exchange Offer, including the Offering Memorandum, will only be distributed to holders of Existing Notes who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offer. Holders of Existing Notes who desire a copy of the eligibility letter should visit www.dfking.com/ceva or contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offer, located in New York, at +1 (800) 628-8532 or +1 (212) 269-5550 or firstname.lastname@example.org.
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 is being made only through and subject to the terms and conditions set forth in the Offering Memorandum that CEVA is distributing to eligible holders of the Existing Notes. Eligible holders of the Existing Notes should read carefully the Offering Memorandum before making any decision with respect to the Exchange Offer and the Consent Solicitation. The Exchange Offer is not being 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.