PALO ALTO, Calif., Jan. 13, 2011 /PRNewswire/ -- Communications
& Power Industries, Inc. ("CPI"), a subsidiary of CPI
International, Inc. ("CPII" and, together with CPI, the "Issuers"),
is commencing a cash tender offer (the "8% Notes Offer") for all of
its outstanding $117 million
aggregate principal amount of 8% Senior Subordinated Notes due 2012
(the "8% Notes"), and CPII is commencing a cash tender offer (the
"Floating Rate Senior Notes Offer" and, together with the 8% Notes
Offer, the "Offer") for all of its outstanding $12 million aggregate principal amount of
Floating Rate Senior Notes due 2015 (the "Floating Rate Notes" and,
together with the 8% Notes, the "Notes"), on the terms and subject
to the conditions set forth in the Issuers' Offer to Purchase and
Consent Solicitation Statement (the "Offer to Purchase").
CPII's common stock trades on the Nasdaq Global Select Market
under the symbol "CPII."
(Logo: http://photos.prnewswire.com/prnh/20060426/CPILOGO)
The Issuers are also soliciting consents for proposed amendments
to the indentures under which the Notes were issued that, among
other things, would eliminate most of the restrictive covenants and
certain events of default contained in the indentures and waive any
and all defaults resulting from the consummation of the merger and
financing arrangements described below. The proposed
amendments to the indentures will be set forth in supplemental
indentures and are described in more detail in the Offer to
Purchase. A supplemental indenture will not be executed
unless and until the applicable Issuer has received consents from
holders of a majority of outstanding principal amount of the
applicable series of Notes (excluding any Notes owned by the
Issuers or any of their Affiliates, as defined in the indentures),
and the amendments will not become operative unless and until the
applicable Issuer has accepted these Notes for purchase pursuant to
the Offer to Purchase. Holders who tender their Notes will be
deemed to consent to the proposed amendments for that series of
Notes, and holders who consent will be required to tender their
Notes.
Consummation of the Offer is subject to the satisfaction or
waiver of a number of conditions, including consummation of the
proposed merger between CPII and Catalyst Acquisition, Inc.,
execution of the supplemental indentures and satisfactory financing
arrangements in at least an amount that will be sufficient to
purchase the Notes tendered in the Offer or redeemed thereafter,
pay for the delivered consents, repay all outstanding bank debt of
CPI, pay the consideration to the CPII stockholders in connection
with the merger and pay all costs and expenses associated with the
foregoing transactions.
The Offer will expire at 12:00 midnight, New York City time, on February 10, 2011, unless extended (such date and
time, as they may be extended, the "Expiration Time") or terminated
by the Issuers. The consent solicitations will expire at
5:00 p.m., New York City time, on January 27, 2011, unless extended (such date and
time, as they may be extended, the "Consent Expiration").
The total consideration for each $1,000 principal amount of 8% Notes or Floating
Rate Senior Notes tendered and accepted for payment pursuant to the
8% Notes Offer or Floating Rate Senior Notes Offer, respectively,
is $1,003.50, plus accrued and unpaid
interest up to, but not including, the date of payment for such
Notes. A portion of the total consideration for both the
Floating Rate Notes and the 8% Notes is a consent payment in the
amount of $30 per $1,000 principal amount of Notes for delivering
consents to the proposed amendments to the indenture prior to the
Consent Expiration. For each series of Notes, the applicable
Issuer will pay the total consideration for such Notes on a
business day it selects following both the Consent Expiration and
the satisfaction or waiver of the conditions to closing of the
respective Offer.
Holders that tender their 8% Notes or Floating Rate Notes after
the Consent Expiration but prior to the Expiration Time will be
eligible to receive only the purchase price of $973.50 per $1,000
principal amount of 8% Notes or Floating Rate Notes (as
applicable), plus accrued and unpaid interest. If such Notes
are accepted for purchase, the applicable Issuer will pay the
purchase price promptly after the Expiration Time.
Notes tendered and related consents may be withdrawn prior to
the later of (x) 5:00 p.m.,
New York City time, on
January 27, 2011 and (y) the date on
which consents sufficient to effectuate the proposed amendments for
that series of Notes have been received (and not revoked) (the
"Withdrawal Time"), unless extended, except in limited
circumstances where withdrawal rights are required by law. A
Holder may not validly revoke a consent unless such Holder validly
withdraws its previously tendered Notes. Any Notes tendered
on or before the Withdrawal Time that are not validly withdrawn
before the Withdrawal Time may not be withdrawn thereafter, and any
Notes tendered after the Withdrawal Time may not be withdrawn,
unless in either case the Issuers are otherwise required by
applicable law to permit the withdrawal. A valid withdrawal
of tendered Notes on or before the Withdrawal Time shall be deemed
a valid revocation of the related consent.
UBS Investment Bank is acting as the dealer manager,
D.F. King & Co., Inc. is acting
as the information agent, and The Bank of New York Mellon Trust
Company, N.A. is acting as the tender agent and paying agent for
the Offer. Requests for documentation should be directed to
D.F. King & Co., Inc. at (800)
488-8035 (toll free) or (212) 269-5550 (for banks and brokerage
firms). Questions regarding the tender offer and consent
solicitation should be directed to UBS Investment Bank, acting as
dealer manager and consent solicitation agent, at (888) 719-4210
(U.S. toll-free) or (203) 719-4210 (collect), attention: Liability
Management Group.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any Notes. The Offer is being made solely by the Offer to
Purchase, which sets forth the complete terms and conditions of the
tender offer and consent solicitation.
About CPI International, Inc. and Communications & Power
Industries, Inc.
CPI International, Inc. (Nasdaq: CPII), headquartered in
Palo Alto, California, is the
parent company of Communications & Power Industries, Inc., a
provider of microwave, radio frequency, power and control solutions
for critical defense, communications, medical, scientific and other
applications. Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify, transmit and receive high-power/high-frequency microwave
and radio frequency signals and/or provide power and control for
various applications. End-use applications of these systems
include the transmission of radar signals for navigation and
location; transmission of deception signals for electronic
countermeasures; transmission and amplification of voice, data and
video signals for broadcasting, Internet and other types of
commercial and military communications; providing power and control
for medical diagnostic imaging; and generating microwave energy for
radiation therapy in the treatment of cancer and for various
industrial and scientific applications.
This press release contains forward-looking statements,
within the meaning of securities laws, that relate to future events
or our future financial performance. In some cases, readers can
identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of
such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of the forward-looking
statements. Forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from the results projected, expected or
implied by the forward-looking statements. These risk factors
include, without limitation, risks associated with: the amount of
Notes tendered and the satisfaction of the conditions of the Offer
and the consent solicitation; our ability to consummate the merger;
competition in our end markets; our significant amount of debt and
our ability to refinance our debt; changes or reductions in
the United States defense budget;
currency fluctuations; goodwill impairment considerations; customer
cancellations of sales contracts; U.S. Government contracts; export
restrictions and other laws and regulations; international laws;
changes in technology; the impact of unexpected costs; the impact
of a general slowdown in the global economy; the impact of
environmental laws and regulations; and inability to obtain raw
materials and components.
We are under no duty to update any of the forward-looking
statements after the date of this press release to conform such
statements to actual results or to changes in our expectations. The
information in this press release is not a complete description of
our business or the risks and uncertainties associated with the
Offer and the consent solicitation. Please refer to CPI
International's Annual Report on Form 10-K for the fiscal year
ended October 1, 2010 for more
detailed information regarding these risks, uncertainties and
assumptions.
SOURCE CPI International, Inc.