ALMELO, Netherlands, March 12 /PRNewswire-FirstCall/ -- Sensata Technologies B.V. ("Sensata"), a global designer and manufacturer of sensors and controls, today announced that it has extended the Early Participation Date to 5:00 P.M., New York City time, on March 18, 2010, with respect to its previously announced cash tender offer to purchase the maximum aggregate principal amount of its Notes (as defined below) that it can purchase for $350,000,000 (the "Tender Offer"). The Early Participation Date was previously scheduled for 5:00 P.M., New York City time, on March 11, 2010. As of that time, Sensata had received tenders of approximately $98,700,000 (or the equivalent amount in euros) aggregate principal amount of its outstanding 8% Senior Notes due 2014 (the "Dollar Notes"), its 9% Senior Subordinated Notes due 2016 (the "9% Notes") and its 11.25% Senior Subordinated Notes due 2014 (the "11.25% Notes" and, together with the 9% Notes, the "Euro Notes"). The Dollar Notes and the Euro Notes are collectively referred to herein as the "Notes."
Each Holder who validly tenders (and does not withdraw) his or her Notes prior to the Early Participation Date, and whose Notes are accepted for purchase in the Tender Offer, will receive an early participation payment of $30.00 per $1,000 principal amount of Dollar Notes or EUR30.00 per EUR1,000 principal amount of Euro Notes tendered in the Tender Offer (the "Early Participation Payment"). Holders tendering their Notes in the Tender Offer after the Early Participation Date will not be eligible to receive the Early Participation Payment.
Sensata is extending the Early Participation Date to permit Holders of the Notes more time to consider and tender their Notes into the Tender Offer and still receive the Early Participation Payment. During this extension, Sensata will continue to evaluate its alternatives with respect to the Tender Offer.
Sensata has also determined to extend the withdrawal date relating to the Tender Offer to 5:00 P.M., New York City time, on March 18, 2010 (the "Withdrawal Date"). Notes tendered (and not withdrawn) prior to the Withdrawal Date and Notes that are tendered after the Withdrawal Date may not be withdrawn. The Tender Offer is scheduled to expire at 11:59 P.M., New York City time, on March 25, 2010, unless such time and date is extended or earlier terminated by Sensata (the "Expiration Date"). Except as set forth herein, the terms of the Tender Offer remain the same as those set forth in the Offer to Purchase and related documents.
The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including Sensata's ultimate parent company, which is currently undertaking a financing transaction, having received sufficient net proceeds to make the payments contemplated by the Tender Offer. Subject to applicable law, Sensata may also terminate the Tender Offer at any time prior to the applicable Expiration Date in its reasonable discretion in the event that one or more of the conditions to the Tender Offer are not satisfied or waived by Sensata.
Additional Information
Sensata has retained Goldman, Sachs & Co. and Goldman Sachs International to act as the dealer managers for the Tender Offer. With respect to the Dollar Notes, Global Bondholder Services Corporation is the Information Agent and Depositary for the Tender Offer. With respect to the Euro Notes, Lucid Issuer Services Limited is the Information Agent and Tender Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect). Requests for documentation relating to the Tender Offer with respect to the Dollar Notes should be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll-free) or (212) 430-3774 (banks and brokers only). Requests for documentation relating to the Tender Offer with respect to the Euro Notes should be directed to Lucid Issuer Services Limited at +44 (20) 7704-0880.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase and related documents. The Tender Offer is not being made to holders of 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. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Sensata by the dealer manager, if the dealer manager is a licensed broker or dealer under the laws of such jurisdiction, or by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Offer to Purchase.
About Sensata
Sensata Technologies B.V. is one of the world's leading suppliers of sensing, electrical protection, control and power management solutions. Owned by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 9,500 people in nine countries. Our products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning, data, telecommunications, recreational vehicle and marine applications. For more information, please visit our web site at www.sensata.com.
Sensata Safe Harbor Statement
Some of the statements in this news release constitute "forward-looking statements" that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect Sensata's intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Detailed information about some of the known risks is included in Sensata's annual report on Form 10-K for the year ended December 31, 2009 and Sensata's other periodic reports filed with the U.S. Securities and Exchange Commission. Because actual results could differ materially from Sensata's intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. Sensata does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Sensata Technologies B.V.