Unigel provides additional premium for increased participation and announces the early results for the cash tender offer and consent solicitation for the 10.5% Senior Secured Notes due 2024 issued by Unigel Luxembourg S.A.

SÃO PAULO, Sept. 24, 2019 /PRNewswire/ — Unigel Participações S.A., Latin America’s largest acrylics and styrenics company in terms of nominal production capacity, announced today that in connection with the previously announced cash tender offer and solicitation of consents (the “Tender Offer and Consent Solicitation“) by its subsidiary, Unigel Luxembourg S.A. (“Unigel Luxembourg“), for any and all its outstanding 10.500% Senior Secured Notes due 2024 (the “Notes“) (144A CUSIP/ISIN Nos. 904752AA0/US904752AA01 and Reg S L9467UAA5/USL9467UAA53), for each US$1,000 principal amount of Notes accepted for purchase, it has increased the Total Consideration to US$1,105.00 from the US$1,070.00 previously offered under its Tender Offer and Consent Solicitation Statement, dated September 11, 2019 (the “Tender Offer Statement“).

Unigel Luxembourg will keep this revised offer open until at 11:59 p.m., New York City time, on October 8, 2019, unless further extended (the “Expiration Date“). As a result, subject to the terms and conditions of the Tender Offer Statement, Holders who:

  • validly tender their Notes and deliver Consents after the Early Tender Date (as defined below) but at or prior to the Expiration Date will be eligible to receive US$1,105.00 for each US$1,000 principal amount of Notes accepted for purchase, plus accrued interest; and
  • validly tendered (and do not validly withdraw) their Notes and delivered Consents at or prior to 5:00 p.m., New York City time, on September 24, 2019 (the “Early Tender Date“), in addition to the Total Consideration (i.e., US$1,100 for each US$1,000 principal amount of Notes validly tendered with Consents at or prior to the Early Tender Date) will also receive an incremental US$5.00 consideration for each US$1,000 principal amount of Notes accepted for purchase until the Early Tender Date, plus accrued interest.

Withdrawal rights with respect to the Tender Offer expired at 5:00 p.m., New York City time, on the Early Tender Date. Accordingly, Notes tendered (in the past or the future) in the Tender Offer may no longer be withdrawn, except if required by applicable law.

Early Results of the Cash Tender Offer and Consent Solicitation for the Notes.

As of 5:00 p.m., New York City time, on September 24, 2019 (the “Early Tender Date“), according to D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent“) for the Tender Offer, tenders and Consents were received (and not validly withdrawn) from holders of Notes representing US$176,075,000 in aggregate principal amount of Notes, and accordingly, the Requisite Consent Condition and the Minimum Tender Conditions have been met.

Payment for Notes validly tendered at or prior to the Early Tender Date and accepted for purchase is expected to be made on September 30, 2019 (the “Initial Settlement Date“). Payment for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date is expected to be made on October 9, 2018.

Completion of the Tender Offer is subject to customary conditions (including the Financing Condition). If Unigel Luxembourg proceeds with Initial Settlement, all conditions to the Tender Offer will be deemed to be satisfied or waived, and Unigel Luxembourg will thereafter accept for purchase and pay for any Notes validly tendered in the Tender Offer at or prior to the Early Tender Date.

Unigel Luxembourg reserves the absolute right to amend or terminate the Tender Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Tender Offer, Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.

Copies of the Offer to Purchase Statement may be obtained from the Tender Agent and Information Agent by telephone at +1(800) 992-3086 (U.S. toll free) and +1 (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, Attention: Mei Zheng, or by email to unigel@dfking.co.

Unigel Luxembourg has engaged Morgan Stanley & Co. LLC to act as the sole dealer manager (the “Dealer Manager“) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Morgan Stanley & Co. LLC by telephone at +1 (800) 624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect).

Disclaimer

None of Unigel Luxembourg, the Dealer Manager, the Tender Agent and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Tender Offer and Consent Solicitation are fair to any holder.  Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.  Please refer to the Offer to Purchase Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer and Consent Solicitation is being made solely by means of the Offer to Purchase Statement. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer and consent solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Unigel Luxembourg by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Forward-looking statements made by Unigel Luxembourg in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for Unigel Luxembourg to predict these events or how they may affect it or Unigel’s anticipated results. Neither Unigel nor Unigel Luxembourg has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, Unigel Luxembourg’s ability to effect the Tender Offer and Consent Solicitation or satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.

Investor Relations
ir@unigel.com.br

+55(11) 2504-6067

About Unigel

Unigel is the largest acrylics and styrenics company in Latin America, in terms of nominal production capacity (based on data from IHS and ABIQUIM). Its proven operational track record goes back to 1966, when it started producing thermoplastic resins with its own proprietary technology in São Paulo, Brazil. Today, it is a vertically integrated chemicals company that produces a diversified portfolio of chemical, petrochemical, plastic products and fertilizers from multiple facilities in Brazil and Mexico. As of June 2019, it was the sole producer of acrylonitrile and MMA in Latin America (based on data from IHS) and it had the second largest nominal production capacity of styrene and polystyrene (combined) in Latin America (based on data from IHS and ABIQUIM).

Unigel operates several chemical plants distributed in three main regions (Bahia, São Paulo and Mexico), strategically located near (i) petrochemical complexes, from where it is supplied with its main raw materials, and (ii) its key markets. Unigel serves multiple customers from a broad spectrum of industries, including construction, automotive, home appliances, electronics, agriculture, textile, mining, packaging and health care. Over the past five decades, Unigel has developed a strong relationship with the largest suppliers and end-users in the petrochemical industry in Latin America and has developed state-of-the-art facilities and proprietary technology to provide its clients innovative solutions and products.

SOURCE Unigel Luxembourg S.A.

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