|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 Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended,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
SYS-CON Events announced today that SOA Software, an API management leader, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. SOA Software is a leading provider of API Management and SOA Governance products that equip business to deliver APIs and SOA together to drive their company to meet its business strategy quickly and effectively. SOA Software’s technology helps businesses to accelerate their digital channels with APIs, drive partner adoption, monetize their assets, and achieve a...
Oct. 31, 2014 07:15 PM EDT Reads: 2,126
SYS-CON Events announced today that Aria Systems, the recurring revenue expert, has been named "Bronze Sponsor" of SYS-CON's 15th International Cloud Expo®, which will take place on November 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Aria Systems helps leading businesses connect their customers with the products and services they love. Industry leaders like Pitney Bowes, Experian, AAA NCNU, VMware, HootSuite and many others choose Aria to power their recurring revenue business and deliver exceptional experiences to their customers.
Oct. 31, 2014 06:30 PM EDT Reads: 2,201
SYS-CON Events announced today that AgilePoint, the leading provider of Microsoft-centric Business Process Management software, will exhibit at SYS-CON's 2nd International @ThingsExpo which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. AgilePoint is the leading provider of Microsoft-based Business Process Management (BPM) software products, has 1,300+ on-premise and cloud deployments in 25+ countries and provides the same advanced BPM feature set as J2EE vendors like IBM and Appian for the Microsoft .NET native environment. AgilePoint customer...
Oct. 31, 2014 05:00 PM EDT Reads: 1,362
The Internet of Things (IoT) promises to evolve the way the world does business; however, understanding how to apply it to your company can be a mystery. Most people struggle with understanding the potential business uses or tend to get caught up in the technology, resulting in solutions that fail to meet even minimum business goals. In his session at Internet of @ThingsExpo, Jesse Shiah, CEO / President / Co-Founder of AgilePoint Inc., will show what is needed to leverage the IoT to transform your business. He will discuss opportunities and challenges ahead for the IoT from a market and tec...
Oct. 31, 2014 04:00 PM EDT Reads: 1,657
SYS-CON Events announced today that Utimaco will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Utimaco is a leading manufacturer of hardware based security solutions that provide the root of trust to keep cryptographic keys safe, secure critical digital infrastructures and protect high value data assets. Only Utimaco delivers a general-purpose hardware security module (HSM) as a customizable platform to easily integrate into existing software solutions, embed business logic and build s...
Oct. 31, 2014 03:00 PM EDT Reads: 1,982
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, will describe an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-device experiences grounded in people’s real needs and desires.
Oct. 31, 2014 02:00 PM EDT Reads: 1,850
Samsung VP Jacopo Lenzi, who headed the company's recent SmartThings acquisition under the auspices of Samsung's Open Innovaction Center (OIC), answered a few questions we had about the deal. This interview was in conjunction with our interview with SmartThings CEO Alex Hawkinson. IoT Journal: SmartThings was developed in an open, standards-agnostic platform, and will now be part of Samsung's Open Innovation Center. Can you elaborate on your commitment to keep the platform open? Jacopo Lenzi: Samsung recognizes that true, accelerated innovation cannot be driven from one source, but requires a...
Oct. 31, 2014 09:00 AM EDT Reads: 3,403
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at Internet of @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, will discuss how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money! Speaker Bio: Esmeralda Swartz, CMO of MetraTech, has spent 16 years as a marketing, product management, and busin...
Oct. 31, 2014 09:00 AM EDT Reads: 2,355
SYS-CON Events announced today that TeleStax, the main sponsor of Mobicents, will exhibit at Internet of @ThingsExpo, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. TeleStax provides Open Source Communications software and services that facilitate the shift from legacy SS7 based IN networks to IP based LTE and IMS networks hosted on private (on-premise), hybrid or public clouds. TeleStax products include Restcomm, JSLEE, SMSC Gateway, USSD Gateway, SS7 Resource Adaptors, SIP Servlets, Rich Multimedia Services, Presence Services/RCS, Diame...
Oct. 31, 2014 09:00 AM EDT Reads: 1,723
Things are being built upon cloud foundations to transform organizations. This CEO Power Panel at 15th Cloud Expo, moderated by Roger Strukhoff, Cloud Expo and @ThingsExpo conference chair, will address the big issues involving these technologies and, more important, the results they will achieve. How important are public, private, and hybrid cloud to the enterprise? How does one define Big Data? And how is the IoT tying all this together?
Oct. 31, 2014 08:45 AM EDT Reads: 2,026
We certainly live in interesting technological times. And no more interesting than the current competing IoT standards for connectivity. Various standards bodies, approaches, and ecosystems are vying for mindshare and positioning for a competitive edge. It is clear that when the dust settles, we will have new protocols, evolved protocols, that will change the way we interact with devices and infrastructure. We will also have evolved web protocols, like HTTP/2, that will be changing the very core of our infrastructures. At the same time, we have old approaches made new again like micro-services...
Oct. 31, 2014 07:00 AM EDT Reads: 1,703
The only place to be June 9-11 is Cloud Expo & @ThingsExpo 2015 East at the Javits Center in New York City. Join us there as delegates from all over the world come to listen to and engage with speakers & sponsors from the leading Cloud Computing, IoT & Big Data companies. Cloud Expo & @ThingsExpo are the leading events covering the booming market of Cloud Computing, IoT & Big Data for the enterprise. Speakers from all over the world will be hand-picked for their ability to explore the economic strategies that utility/cloud computing provides. Whether public, private, or in a hybrid form, clo...
Oct. 30, 2014 05:30 PM EDT Reads: 1,546
SYS-CON Events announces a new pavilion on the Cloud Expo floor where WebRTC converges with the Internet of Things. Pavilion will showcase WebRTC and the Internet of Things. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices--computers, smartphones, tablets, and sensors – connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades.
Oct. 30, 2014 05:30 PM EDT Reads: 2,231
SYS-CON Events announced today that Gridstore™, the leader in software-defined storage (SDS) purpose-built for Windows Servers and Hyper-V, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Gridstore™ is the leader in software-defined storage purpose built for virtualization that is designed to accelerate applications in virtualized environments. Using its patented Server-Side Virtual Controller™ Technology (SVCT) to eliminate the I/O blender effect and accelerate applications Gridsto...
Oct. 30, 2014 02:00 PM EDT Reads: 2,636
SYS-CON Events announced today that Red Hat, the world's leading provider of open source solutions, will exhibit at Internet of @ThingsExpo, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Red Hat is the world's leading provider of open source software solutions, using a community-powered approach to reliable and high-performing cloud, Linux, middleware, storage and virtualization technologies. Red Hat also offers award-winning support, training, and consulting services. As the connective hub in a global network of enterprises, partners, a...
Oct. 30, 2014 12:15 PM EDT Reads: 2,095
As the Internet of Things unfolds, mobile and wearable devices are blurring the line between physical and digital, integrating ever more closely with our interests, our routines, our daily lives. Contextual computing and smart, sensor-equipped spaces bring the potential to walk through a world that recognizes us and responds accordingly. We become continuous transmitters and receivers of data. In his session at Internet of @ThingsExpo, Andrew Bolwell, Director of Innovation for HP’s Printing and Personal Systems Group, will discuss how key attributes of mobile technology – touch input, senso...
Oct. 30, 2014 12:00 PM EDT Reads: 1,793
The Internet of Things (IoT) is making everything it touches smarter – smart devices, smart cars and smart cities. And lucky us, we’re just beginning to reap the benefits as we work toward a networked society. However, this technology-driven innovation is impacting more than just individuals. The IoT has an environmental impact as well, which brings us to the theme of this month’s #IoTuesday Twitter chat. The ability to remove inefficiencies through connected objects is driving change throughout every sector, including waste management. BigBelly Solar, located just outside of Boston, is trans...
Oct. 30, 2014 11:00 AM EDT Reads: 2,208
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, will examine three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective storage designed to handle the massive surge in back-end data in a world where timely analytics...
Oct. 30, 2014 08:00 AM EDT Reads: 1,673
Internet of @ThingsExpo Silicon Valley announced on Thursday its first 12 all-star speakers and sessions for its upcoming event, which will take place November 4-6, 2014, at the Santa Clara Convention Center in California. @ThingsExpo, the first and largest IoT event in the world, debuted at the Javits Center in New York City in June 10-12, 2014 with over 6,000 delegates attending the conference. Among the first 12 announced world class speakers, IBM will present two highly popular IoT sessions, which will take place November 4-6, 2014 at the Santa Clara Convention Center in Santa Clara, Calif...
Oct. 30, 2014 07:30 AM EDT Reads: 2,322
From a software development perspective IoT is about programming "things," about connecting them with each other or integrating them with existing applications. In his session at @ThingsExpo, Yakov Fain, co-founder of Farata Systems and SuranceBay, will show you how small IoT-enabled devices from multiple manufacturers can be integrated into the workflow of an enterprise application. This is a practical demo of building a framework and components in HTML/Java/Mobile technologies to serve as a platform that can integrate new devices as they become available on the market.
Oct. 29, 2014 02:15 PM EDT Reads: 2,092