|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 Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended,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
Internet of Things (IoT) will be a hybrid ecosystem of diverse devices and sensors collaborating with operational and enterprise systems to create the next big application. In their session at @ThingsExpo, Bramh Gupta, founder and CEO of robomq.io, and Fred Yatzeck, principal architect leading product development at robomq.io, discussed how choosing the right middleware and integration strategy from the get-go will enable IoT solution developers to adapt and grow with the industry, while at the same time reduce Time to Market (TTM) by using plug and play capabilities offered by a robust IoT ...
Jul. 2, 2015 12:00 PM EDT Reads: 1,979
"We have a tagline - "Power in the API Economy." What that means is everything that is built in applications and connected applications is done through APIs," explained Roberto Medrano, Executive Vice President at Akana, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 2, 2015 11:15 AM EDT Reads: 993
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, described how to revolutionize your archit...
Jul. 2, 2015 09:30 AM EDT Reads: 800
WebRTC converts the entire network into a ubiquitous communications cloud thereby connecting anytime, anywhere through any point. In his session at WebRTC Summit,, Mark Castleman, EIR at Bell Labs and Head of Future X Labs, will discuss how the transformational nature of communications is achieved through the democratizing force of WebRTC. WebRTC is doing for voice what HTML did for web content.
Jul. 2, 2015 09:24 AM EDT Reads: 436
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society-changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his session at @ThingsExpo, Jason Mondanaro, Director, Product Management at Metanga, discussed how you can plan to cooperate, partner, and form lasting all-star teams to change the world and it starts with business models and monetization strategies.
Jul. 2, 2015 08:00 AM EDT Reads: 2,281
To many people, IoT is a buzzword whose value is not understood. Many people think IoT is all about wearables and home automation. In his session at @ThingsExpo, Mike Kavis, Vice President & Principal Cloud Architect at Cloud Technology Partners, discussed some incredible game-changing use cases and how they are transforming industries like agriculture, manufacturing, health care, and smart cities. He will discuss cool technologies like smart dust, robotics, smart labels, and much more. Prepare to be blown away with a glimpse of the future.
Jul. 2, 2015 07:30 AM EDT Reads: 904
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of profound change in the industry.
Jul. 1, 2015 03:30 PM EDT Reads: 1,101
Internet of Things is moving from being a hype to a reality. Experts estimate that internet connected cars will grow to 152 million, while over 100 million internet connected wireless light bulbs and lamps will be operational by 2020. These and many other intriguing statistics highlight the importance of Internet powered devices and how market penetration is going to multiply many times over in the next few years.
Jul. 1, 2015 10:30 AM EDT Reads: 2,156
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi’s VP Business Development and Engineering, will explore the IoT cloud-based platform technologies driving this change including privacy controls, data transparency and integration of real time context wi...
Jul. 1, 2015 08:00 AM EDT Reads: 977
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust IT industrialization – allowing customers to provide amazing user experiences with optimized IT per...
Jun. 29, 2015 12:15 PM EDT Reads: 2,727
There will be 150 billion connected devices by 2020. New digital businesses have already disrupted value chains across every industry. APIs are at the center of the digital business. You need to understand what assets you have that can be exposed digitally, what their digital value chain is, and how to create an effective business model around that value chain to compete in this economy. No enterprise can be complacent and not engage in the digital economy. Learn how to be the disruptor and not the disruptee.
Jun. 29, 2015 11:00 AM EDT Reads: 2,210
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will addresses this very serious issue of profound change in the industry.
Jun. 29, 2015 09:45 AM EDT Reads: 2,557
Business as usual for IT is evolving into a "Make or Buy" decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud business applications and services across multiple cloud delivery models.
Jun. 28, 2015 11:00 AM EDT Reads: 2,259
In his General Session at 16th Cloud Expo, David Shacochis, host of The Hybrid IT Files podcast and Vice President at CenturyLink, investigated three key trends of the “gigabit economy" though the story of a Fortune 500 communications company in transformation. Narrating how multi-modal hybrid IT, service automation, and agile delivery all intersect, he will cover the role of storytelling and empathy in achieving strategic alignment between the enterprise and its information technology.
Jun. 27, 2015 10:00 AM EDT Reads: 2,279
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists peeled away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud environment, and we must architect and code accordingly. At the very least, you'll have no problem fillin...
Jun. 26, 2015 12:00 PM EDT Reads: 2,267
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, d...
Jun. 26, 2015 10:00 AM EDT Reads: 2,145
Converging digital disruptions is creating a major sea change - Cisco calls this the Internet of Everything (IoE). IoE is the network connection of People, Process, Data and Things, fueled by Cloud, Mobile, Social, Analytics and Security, and it represents a $19Trillion value-at-stake over the next 10 years. In her keynote at @ThingsExpo, Manjula Talreja, VP of Cisco Consulting Services, discussed IoE and the enormous opportunities it provides to public and private firms alike. She will share what businesses must do to thrive in the IoE economy, citing examples from several industry sectors.
Jun. 25, 2015 02:00 PM EDT Reads: 2,049
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discussed the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit for the EMC Federation.
Jun. 25, 2015 01:30 PM EDT Reads: 2,205
SYS-CON Events announced today that the "Second Containers & Microservices Conference" will take place November 3-5, 2015, at the Santa Clara Convention Center, Santa Clara, CA, and the “Third Containers & Microservices Conference” will take place June 7-9, 2016, at Javits Center in New York City. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Jun. 22, 2015 02:15 PM EDT Reads: 2,859
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Jun. 20, 2015 12:00 PM EDT Reads: 3,922