Mercury Interactive Corporation Commences Consent Solicitations From Convertible Note Holders
07 Octobre 2005 - 3:35PM
PR Newswire (US)
MOUNTAIN VIEW, Calif., Oct. 7 /PRNewswire-FirstCall/ -- Mercury
Interactive Corporation (NASDAQ:MERQE) announced today that it is
soliciting consents from the holders of its $300 million aggregate
principal amount of outstanding 4.75% Convertible Subordinated
Notes due 2007 and from the holders of its $500 million aggregate
principal amount of outstanding Zero Coupon Senior Convertible
Notes due 2008. In each case, Mercury is requesting a limited
waiver, until March 31, 2006, of any default or event of default
arising from Mercury's failure to file with the Securities and
Exchange Commission and furnish to the holders of notes, those
reports required to be filed under the Securities Exchange Act of
1934. Holders of the notes are referred to Mercury's Consent
Solicitation Statements dated October 7, 2005 and the related
Letters of Consent for the detailed terms and conditions of the
consent solicitations. Mercury is offering a consent fee of $15 for
each $1,000 in principal amount of 4.75% Convertible Subordinated
Notes due 2007 and $75 for each $1,000 in principal amount of Zero
Coupon Senior Convertible Notes due 2008, in each case to which the
holder of such notes provides a consent. The record date for
determining the holders who are entitled to consent is October 7,
2005. Approval of the proposed waivers requires the consent of a
majority of the holders of the principal amount of the outstanding
securities of each such series. The consent solicitations will
expire at 5:00 p.m., Eastern Daylight Time in the United States, on
October 18, 2005, unless extended. Holders may tender their
consents to the Tabulation Agent as described below at any time
before the expiration date. However, after consents are received
from the requisite majority of holders of any series of securities,
Mercury will execute a supplemental indenture and thereafter the
consents related to that series may not be revoked unless Mercury
fails to pay the required consent fee. Mercury has retained
MacKenzie Partners, Inc. to serve as its Tabulation Agent for the
consent solicitation. Questions concerning the terms of the consent
solicitation and requests for documents should be directed to
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, Attention: Jeanne Carr or Simon Coope, 212-929-5500 (call
collect) or 800-322-2885 (toll-free). Mercury has also retained
Chanin Capital Partners as a financial advisor for the consent
process. This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The solicitations are
being made solely pursuant to Mercury's Consent Solicitation
Statements dated October 7, 2005 and the related Letters of
Consent. Notwithstanding Mercury's intention to seek waivers, no
assurance can be given that an event of default under the
indentures will not occur in the future. About Mercury Mercury
Interactive Corporation, the global leader in business technology
optimization (BTO) software, is committed to helping customers
optimize the business value of information technology. Founded in
1989, Mercury conducts business worldwide and is one of the largest
enterprise software companies today. Mercury provides software and
services for IT Governance, Application Delivery, and Application
Management. Customers worldwide rely on Mercury offerings to govern
the priorities, processes and people of IT and test and manage the
quality and performance of business-critical applications. Mercury
BTO offerings are complemented by technologies and services from
global business partners. For more information, please visit
http://www.mercury.com/. Forward Looking Statements The press
release contains "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties concerning Mercury's expected financial performance,
as well as Mercury's future business prospects and product and
service offerings. Mercury's actual results may differ materially
from the results predicted or from any other forward-looking
statements made by, or on behalf of, Mercury and reported results
should not be considered as an indication of future performance.
Potential risks and uncertainties include, among other things: 1)
the results of the Special Committee investigation, 2) expectations
as to the timing of the completion of the Special Committee
investigation, the Company's review, restatement and filing of its
historical financial statements and the filing of its Form 10-Q for
the second and third quarters of fiscal year 2005, 3) the impact
related to the expensing of stock options and stock purchases under
Mercury's employee stock purchase program under Financial
Accounting Standards Board's Statement 123 including, without
limitation, the impact of the restatement, 4) the possibility that
the trustee for the Notes or the holders of at least 25% of the
outstanding principal amount of the Notes may, following expiration
of a 60 day cure period, cause acceleration of repayment of the
entire principal amount and accrued interest on the Notes, 5) the
nature and scope of the ongoing SEC investigation, 6) the
possibility that the Company will not file its quarterly reports on
Form 10-Q for the periods ended June 30, 2005 and September 30,
2005 and all required restated and other financial statements for
previous periods and that the Nasdaq Listing Qualifications Panel
may not grant the Company's request for a further extension to
regain compliance with Nasdaq listing qualifications, in which case
the Company's common stock would be delisted from the Nasdaq
National Market, and 7) the additional risks and important factors
described in Mercury's SEC reports, including the Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2005, which is
available at the SEC's website at http://www.sec.gov/ . All of the
information in this press release is made as of October 7, 2005,
and Mercury undertakes no duty to update this information. NOTE:
Mercury, Mercury Interactive and the Mercury logo are trademarks of
Mercury Interactive Corporation and may be registered in certain
jurisdictions. Other product and company names are used herein for
identification purposes only, and may be trademarks of their
respective companies. DATASOURCE: Mercury Interactive Corporation
CONTACT: investors, Michelle Ahlmann, +1-650-603-5200, or media,
Dave Peterson, +1-650-603-5200, both of Mercury Interactive
Corporation Web site: http://www.mercury.com/
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