|By PR Newswire||
|November 7, 2012 07:41 AM EST||
MANILA, Philippines, Nov. 7, 2012 /PRNewswire/ -- Globe Telecom, Inc. ("Globe") announced that it has launched a tender offer to purchase for cash any and all of the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. (the "Issuer"). The tender offer is being made subject to the terms and conditions set forth in an offer to purchase (the "Offer to Purchase") and a related letter of transmittal (the "Letter of Transmittal"), each dated as of November 5, 2012, which set forth the complete terms and conditions of the tender offer.
The tender offer will expire at 11:59 p.m., New York City time, on December 18, 2012 (such date and time, the "Original Expiration Date"), subject, at Globe's option, to extension or earlier termination (the Original Expiration Date, as it may be extended, the "Expiration Date"). In order to be eligible to receive the Total Consideration, as defined below, holders of the Notes must validly tender (and not validly withdraw) their Notes on or prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Early Tender Date"). Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Withdrawal Date"), but not thereafter.
The original aggregate outstanding principal amount of the Notes is US$200.0 million. However, Globe understands that the aggregate remaining principal amount of the Notes as recognized under the Issuer's rehabilitation plan is US$184,478,129.26, or approximately US$922.391 per US$1,000 original principal amount of Notes. Globe refers to this amount in its tender offer as the "Remaining Principal Amount" of Notes. The consideration that Globe will offer in the tender offer is based on the Remaining Principal Amount of Notes and not on the original principal amount of such Notes.
The consideration that Globe will pay in the tender offer will also depend on the Acceptance Level (as defined in the Offer to Purchase) of the tender offer by holders of Notes, taken together with the acceptance level of holders of certain other debt of the Issuer (the "Loans") and debt of a subsidiary of the Issuer, Radio Communications of the Philippines, Inc. (the "RCPI Debt" and together with the Loans, the "Other Debt"), that Globe is offering to purchase in a concurrent offer.
Subject to the terms and conditions set forth in the Offer to Purchase, Globe is offering to pay to each holder who validly tenders (and does not validly withdraw) all of its Notes on or prior to the Early Tender Date, for each US$1,000 Remaining Principal Amount of Notes tendered (and not validly withdrawn) and accepted for purchase in the tender offer an amount in cash (the "Total Consideration") equal to (a) US$280.00, if the Acceptance Level is less than 75%, (b) US$290.00, if the Acceptance Level is equal to or greater than 75% but is less than 80%, (c) US$300.00, if the Acceptance Level is equal to or greater than 80% but is less than 85% and (d) US$310.00, if the Acceptance Level is equal to or greater than 85%. Holders who validly tender their Notes after the Early Tender Date and on or prior to the Expiration Date will be entitled to receive only the applicable Tender Offer Consideration if such Notes are accepted for purchase. The "Tender Offer Consideration" is an amount in cash equal to the Total Consideration for the applicable Acceptance Level minus US$2.50 for each US$1,000 Remaining Principal Amount of Notes.
Globe's obligation to accept any Notes for purchase is subject to, among other conditions, (i) the "Minimum Tender Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of Notes be validly tendered (and not validly withdrawn) in the tender offer, and (ii) the "Other Debt Offers Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of the Loans be validly tendered in the concurrent offer and at least 70% of the aggregate Remaining Principal Amount of the RCPI Debt be validly tendered in the concurrent offer.
The "Settlement Date" will be promptly after the Expiration Date. Payment of the Total Consideration or Tender Offer Consideration, as applicable, will be made on the Settlement Date. If the Original Expiration Date is extended, Globe intends to accept for purchase and pay for all Notes validly tendered (and not validly withdrawn) on or prior to the Original Expiration Date, subject to the satisfaction or waiver of the conditions to the tender offer, on a date (the "Initial Settlement Date") promptly after the Original Expiration Date. Globe currently anticipates that the Initial Settlement Date will occur on or about December 21, 2012.
If, after the Original Expiration Date, additional Notes or Other Debt are validly tendered into the tender offer or concurrent offer such that the Tender Offer Consideration is increased, we will pay each holder whose Notes were purchased on the Initial Settlement Date, and who has provided accurate payment instructions in a completed Letter of Transmittal, an additional amount per US$1,000 Remaining Principal Amount of Notes purchased equal to the difference between the Tender Offer Consideration paid on the Initial Settlement Date and the Tender Offer Consideration paid on the Settlement Date. Such payment will be made on or promptly after the Settlement Date and will be made directly by Globe and not through DTC or DTC's normal tender procedures.
Globe will not pay any accrued interest to holders whose Notes are accepted in the tender offer.
Certain holders of the Notes and Other Debt (the "Lock-Up Creditors") have entered into lock-up agreements with Globe pursuant to which the Lock-Up Creditors have agreed to tender all of their Notes on or prior to the Early Tender Date and to tender all of their Other Debt in the concurrent offer. Based on the representations of the Lock-up Creditors, Globe estimates that the Lock-up Creditors hold, in the aggregate, approximately 45.4% of the Notes and 79.1% of the Other Debt.
Notice to Investors
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of Notes in any jurisdiction where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offer, holders of the Notes should refer to the Offer to Purchase, which is being sent to all holders of record of the Notes.
Globe has retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offer. Questions concerning the terms of the tender offer should be directed to the Dealer Manager at +1 (800) 558-3745 (U.S. toll-free) or +1 (212) 723-6108 (collect).
Holders of Notes may obtain copies of the Offer to Purchase and the related Letter of Transmittal from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), at +44 (0) 20 7508 3867.
None of Globe, the Issuer, the Dealer Manager, the Tender Agent, the trustee under the indenture governing the Notes, or any other party is making any recommendation as to whether or not holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation.
About Globe Telecom
Globe Telecom, Inc. is a corporation incorporated in the Philippines. Globe has over 5,000 employees, and operates mobile, fixed-line and broadband networks in the Philippines. Globe and its affiliates have over 30 million mobile subscribers, over 1.4 million broadband customers, and over 600,000 landline subscribers. Globe is listed on the Philippines Stock Exchange under the ticker GLO and had a market capitalization of 149.96 billion Philippine Pesos at the end of 2011. The principal shareholders of Globe are the Ayala Corporation and Singapore Telecom.
This press release contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "seek," "plan," "may," "will," "would," "could" and similar expressions, are intended to identify a number of these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release and the Offer to Purchase might not occur in the way we expect, or at all. Holders of Notes should not place undue reliance on any forward-looking information. In addition, these forward-looking statements reflect current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward‑looking statements as a result of a number of factors, including general economic, political and other conditions in the Philippines, and the risk factors discussed in the Offer to Purchase as well as other factors beyond our control. The information and statements in this press release and the Offer to Purchase are made on the date hereof. We do not intend to update or otherwise revise any forward-looking statements whether as a result of new information, future events or otherwise, unless such information is material within the purview of applicable laws, the mandate of which is to enforce investor protection.
SOURCE Globe Telecom
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
Oct. 1, 2016 07:00 AM EDT Reads: 1,864
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
Oct. 1, 2016 06:15 AM EDT Reads: 806
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Oct. 1, 2016 06:00 AM EDT Reads: 1,944
Digital transformation is too big and important for our future success to not understand the rules that apply to it. The first three rules for winning in this age of hyper-digital transformation are: Advantages in speed, analytics and operational tempos must be captured by implementing an optimized information logistics system (OILS) Real-time operational tempos (IT, people and business processes) must be achieved Businesses that can "analyze data and act and with speed" will dominate those t...
Oct. 1, 2016 05:45 AM EDT Reads: 1,341
If you had a chance to enter on the ground level of the largest e-commerce market in the world – would you? China is the world’s most populated country with the second largest economy and the world’s fastest growing market. It is estimated that by 2018 the Chinese market will be reaching over $30 billion in gaming revenue alone. Admittedly for a foreign company, doing business in China can be challenging. Often changing laws, administrative regulations and the often inscrutable Chinese Interne...
Oct. 1, 2016 05:30 AM EDT Reads: 641
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
Oct. 1, 2016 05:15 AM EDT Reads: 1,437
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Oct. 1, 2016 05:00 AM EDT Reads: 4,755
Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of companies worldwide-from publishers and broadcasters, to enterprises, marketing agencies and household-name brands. Building on its established design leadership, Adobe enables customers not o...
Oct. 1, 2016 04:45 AM EDT Reads: 578
If you’re responsible for an application that depends on the data or functionality of various IoT endpoints – either sensors or devices – your brand reputation depends on the security, reliability, and compliance of its many integrated parts. If your application fails to deliver the expected business results, your customers and partners won't care if that failure stems from the code you developed or from a component that you integrated. What can you do to ensure that the endpoints work as expect...
Oct. 1, 2016 04:30 AM EDT Reads: 1,820
SYS-CON Events announced today that ReadyTalk, a leading provider of online conferencing and webinar services, has been named Vendor Presentation Sponsor at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. ReadyTalk delivers audio and web conferencing services that inspire collaboration and enable the Future of Work for today’s increasingly digital and mobile workforce. By combining intuitive, innovative tec...
Oct. 1, 2016 04:00 AM EDT Reads: 3,129
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Oct. 1, 2016 04:00 AM EDT Reads: 5,485
WebRTC adoption has generated a wave of creative uses of communications and collaboration through websites, sales apps, customer care and business applications. As WebRTC has become more mainstream it has evolved to use cases beyond the original peer-to-peer case, which has led to a repeating requirement for interoperability with existing infrastructures. In his session at @ThingsExpo, Graham Holt, Executive Vice President of Daitan Group, will cover implementation examples that have enabled ea...
Oct. 1, 2016 04:00 AM EDT Reads: 1,658
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Oct. 1, 2016 03:00 AM EDT Reads: 1,979
Fifty billion connected devices and still no winning protocols standards. HTTP, WebSockets, MQTT, and CoAP seem to be leading in the IoT protocol race at the moment but many more protocols are getting introduced on a regular basis. Each protocol has its pros and cons depending on the nature of the communications. Does there really need to be only one protocol to rule them all? Of course not. In his session at @ThingsExpo, Chris Matthieu, co-founder and CTO of Octoblu, walk you through how Oct...
Oct. 1, 2016 03:00 AM EDT Reads: 2,460
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Oct. 1, 2016 02:30 AM EDT Reads: 2,719
Businesses are struggling to manage the information flow and interactions between all of these new devices and things jumping on their network, and the apps and IT systems they control. The data businesses gather is only helpful if they can do something with it. In his session at @ThingsExpo, Chris Witeck, Principal Technology Strategist at Citrix, will discuss how different the impact of IoT will be for large businesses, expanding how IoT will allow large organizations to make their legacy ap...
Oct. 1, 2016 02:30 AM EDT Reads: 692
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Oct. 1, 2016 02:15 AM EDT Reads: 2,158
24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to connect your brand strategy with the right consumer. 24Notion ranked #12 on Corporate Social Responsibility - Book of List.
Oct. 1, 2016 02:15 AM EDT Reads: 556
Major trends and emerging technologies – from virtual reality and IoT, to Big Data and algorithms – are helping organizations innovate in the digital era. However, to create real business value, IT must think beyond the ‘what’ of digital transformation to the ‘how’ to harness emerging trends, innovation and disruption. Architecture is the key that underpins and ties all these efforts together. In the digital age, it’s important to invest in architecture, extend the enterprise footprint to the cl...
Oct. 1, 2016 02:15 AM EDT Reads: 763
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Oct. 1, 2016 01:45 AM EDT Reads: 538