PALO ALTO, Calif., Jan. 28, 2011 /PRNewswire/ -- Communications
& Power Industries, Inc. ("CPI"), a subsidiary of CPI
International, Inc. ("CPII" and, together with CPI, the "Issuers"),
announced today that, as of 5:00 p.m.
New York City time, on
January 27, 2011, holders of (i)
approximately 61.2% of the outstanding principal amount of CPI's 8%
Senior Subordinated Notes due 2012 (CUSIP No. 20338CAE4) (the "8%
Notes") and (ii) 100% of the outstanding principal amount of CPII's
Floating Rate Senior Notes due 2015 (CUSIP No. 12618MAB6) (the "FR
Notes," and, collectively with the 8% Notes, the "Notes") have
validly tendered their Notes and have validly delivered the
requisite consents for the proposed amendments to the indentures
governing the Notes in connection with the previously announced
cash tender offers and consent solicitations for such Notes (the
"Offer"). CPII's common stock trades on the Nasdaq Global
Select Market under the symbol "CPII."
(Logo:
http://photos.prnewswire.com/prnh/20060426/CPILOGO)
The consents received exceed the percentage needed to approve
the proposed indenture amendments. The terms of the Offer are
detailed in the Issuers' offer to purchase and consent solicitation
statement dated as of January 13,
2011.
Based on the consents received, the Issuers will enter into
supplemental indentures that will, among other things, 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 that become operative upon
consummation of the Offer. 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. ("Catalyst") or satisfaction of CPII and
Catalyst that the merger will occur 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. Notes tendered and consents delivered
pursuant to the Offer may no longer be withdrawn or revoked.
Holders that tender their Notes after 5:00 p.m., New York
City time, on January 27, 2011
and prior to the Expiration Time will be eligible to receive only
the purchase price of $973.50 per
$1,000 principal amount of the Notes,
plus accrued and unpaid interest. Subject to the satisfaction
of the conditions set forth in the offer to purchase and consent
solicitation statement, the Issuers expect to consummate the Offer
on February 11, 2011. The
applicable Issuer will pay the total consideration for such Notes
on a business day it selects thereafter.
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., 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, as amended, for more detailed information regarding
these risks, uncertainties and assumptions.
SOURCE CPI International, Inc.