CEVA Group Plc Extends Deadline to Receive Early Tender Fee in Private Exchange Offers
London, UK – 26 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 has amended the terms and conditions of its previously announced private exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) made pursuant to a Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated 3 April 2013 (the “Offering Memorandum”) to permit all eligible holders of CEVA’s debt that participate in the Exchange Offers prior to the Expiration Time (as defined below) to receive the previously announced consent fee/early tender fee. Prior to this announcement, only eligible holders who had validly tendered their notes or debt in the Exchange Offers prior to the Consent Time and the Withdrawal Deadline that occurred at 5:00 p.m., New York City time, on 22 April 2013 would be entitled to the payment of the consent fee/early tender fee if the Exchange Offers are consummated.
Accordingly, if the Exchange Offers are consummated, all eligible holders of CEVA’s 11.5% Junior Priority Secured Notes due 2018 (the “Second Lien Notes”), 12.75% Senior Notes due 2020 (the “Senior Unsecured Notes”), 12% Second-Priority Senior Secured Notes due 2014 (the “Unexchanged Notes”) and Senior Unsecured Bridge Loans (the “Bridge Loans” and, together with the Senior Unsecured Notes and the Unexchanged Notes, the “Senior Unsecured Debt”) who validly tender such Second Lien Notes or Senior Unsecured Debt prior to the Expiration Time will be entitled to receive (i) the previously announced consent fee of 0.05 shares of new common equity interests (“Holdings Common Shares”) to be issued by Ceva Holdings LLC (“Holdings”), for each $1,000 principal amount of Second Lien Notes or Senior Unsecured Notes validly tendered at or prior the Expiration Time or (ii) the previously announced early tender fee of 0.06405 and 0.05 Holdings Common Shares, respectively, for each €1,000 principal amount of Unexchanged Notes or $1,000 principal amount of Bridge Loans validly tendered at or prior to the Expiration Time, as applicable.
In addition to the consent fee/early tender fee referenced above, under the terms of the Exchange Offers, for each $1,000 principal amount of Second Lien Notes validly tendered, and not validly withdrawn, by eligible holders in the exchange offer relating to the Second Lien Notes at or prior to the Expiration Time, such holders will receive 0.4855082 shares of new series A-2 convertible preferred equity interests to be issued by Holdings and 0.1742813 Holdings Common Shares. For each $1,000 principal amount of Senior Unsecured Notes validly tendered, and not validly withdrawn, by eligible holders in the exchange offer relating to the Senior Unsecured Notes at or prior to the Expiration Time, such holders will receive 0.3644632 Holdings Common Shares. For each €1,000 principal amount of Unexchanged Notes validly tendered, and not validly withdrawn, by eligible holders in the exchange offer relating to the Unexchanged Notes at or prior to the Expiration Time, such holders will receive 0.4394916 Holdings Common Shares. For each $1,000 principal amount of Bridge Loans validly tendered, and not validly withdrawn, by eligible holders in the exchange offer relating to the Bridge Loans at or prior to the Expiration Time, such holders will receive 0.3429161 Holdings Common Shares.
The Exchange Offers and the Consent Solicitations are being conducted in connection with CEVA’s previously announced financial recapitalization plan that will reduce substantially CEVA’s overall debt and interest costs, as well as increase liquidity and strengthen its capital structure (the “Recapitalization”). As previously announced, the Exchange Offers will expire at midnight, New York City time, on Tuesday, 30 April 2013 (the “Expiration Time”), unless terminated, withdrawn earlier or extended. As a result of the occurrence of the Consent Time and the Withdrawal Deadline at 5:00 p.m., New York City time, on 22 April 2013, tendered Second Lien Notes and Senior Unsecured Debt may not be withdrawn (except in the limited circumstances described in the Offering Memorandum). Except as set forth above, all other terms of the Exchange Offers and the Consent Solicitations remain the same.
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 or are being 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 (855) 454-1733.
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 in more than 170 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 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
For more information contact:
Mike Darcy, Media Relations CEVA
mike.darcy@cevalogistics.com
+31 622 482 604
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.
