The Exchange Offer. (a) Provided that this Agreement shall not have been terminated in accordance with its terms, Telia shall commence the Exchange Offer as promptly as practicable after the date hereof and, in any event, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars to be issued in relation to the Exchange Offer and (ii) the effectiveness of the Registration Statement on Form F-4 registering that portion of Telia shares and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”), to exchange each Sonera Warrant for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted by the Exchange Offer ratio referred to in subparagraph (i) above. (b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer. (c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants. (d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted. (e) The obligation of Telia to accept for payment and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions: (i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia in accordance with Swedish law (the “Shareholder Approval Condition”); (ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer (the “Minimum Condition”); (iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation; (iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated; (v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e)); (vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”); (vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms; (viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and (ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, the “Exchange Offer Conditions”). (f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible. (g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being referred to herein as the “Closing Date”). (h) The Exchange Offer will lapse: (i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or (ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Combination Agreement (Sonera Corp)
The Exchange Offer. Laboratory Corporation of America Holdings, a Delaware corporation (athe “Company”), intends to make an offer (together with any amendments and extensions thereof, the “Exchange Offer”) Provided that this to exchange its new Zero Coupon Convertible Subordinated Notes due 2021 (the “New Securities”) and an exchange fee of $2.50 per $1,000 principal amount at maturity of Old Securities (as defined below) (the “Exchange Fee”) for its outstanding Liquid Yield Option™1 Notes due 2021 (the “Old Securities”), on the terms and subject to the conditions set forth in the Preliminary Prospectus attached hereto as Exhibit A. The New Securities will be issued pursuant to an indenture (the “New Indenture”) to be entered into by the Company and The Bank of New York, as Trustee (the “New Trustee”). The New Securities will be convertible into cash and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”), together with the rights (the “Rights”) evidenced by such Conversion Shares, to the extent provided in the Rights Agreement shall not have been terminated in accordance with its termsdated December 31, Telia shall commence 2001 between the Company and American Stock Transfer & Trust Company, as rights agent. The Preliminary Prospectus, the Prospectus, the Registration Statement relating to the Exchange Offer as promptly as practicable after Offer, any documents incorporated by reference in the date hereof andRegistration Statement, in any eventthe Schedule TO relating to the Exchange Offer, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars all statements and other documents filed or to be issued in relation filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto, and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and (ii) the effectiveness any forms of the Registration Statement on Form F-4 registering that portion of Telia shares letters to brokers, dealers, banks, trust companies and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant other nominees relating to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”Offer), to exchange in each Sonera Warrant case in the form first authorized for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted use by the Exchange Offer ratio referred to in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to accept for payment and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia in accordance with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer (the “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued Company in connection with the Exchange Offer have been and approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
Dealer-Manager (ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”defined below), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary to consummate the Exchange Offer shall have been obtained and be thereafter in effect (each case together with the conditions set forth in (i)-(viii) above, the “Exchange Offer Conditions”).
(f) Telia any amendments and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated supplements thereto made in accordance with the terms thereof1 ™ Trademark of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., shall be extended by Telia from time to time thereafter until such time as all Inc. of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth abovethis agreement (this “Agreement”), Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being are collectively referred to herein as the “Closing Date”).
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possibleMaterials.”
Appears in 1 contract
Sources: Dealer Manager Agreement (Laboratory Corp of America Holdings)
The Exchange Offer. Comverse Technology, Inc., a New York corporation (athe “Company”), intends to offer to exchange (together with any amendments and extensions thereof, the “Exchange Offer”) Provided that this Agreement shall not have been terminated its new Zero Yield Puttable Securities due 2023 (the “New Securities”) for any and all of its outstanding Zero Yield Puttable Securities due 2023 (the “Old Securities”), on the terms and subject to the conditions set forth in accordance with its the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the “New Indenture”) to be entered into by the Company and ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., as Trustee (the “New Trustee”). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, Telia shall commence and subject to the Exchange Offer conditions, set forth in the New Indenture. The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as promptly as practicable after the date hereof anddefined below), in any event, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars all statements and other documents filed or to be issued in relation filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto (including the New Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and (ii) the effectiveness any forms of the Registration Statement on Form F-4 registering that portion of Telia shares letters to brokers, dealers, banks, trust companies and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant other nominees relating to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”Offer), to exchange in each Sonera Warrant case in the form first authorized for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted use by the Exchange Offer ratio referred to Company in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to accept for payment and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia Dealer-Manager, and thereafter in accordance each case together with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares any amendments and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, supplements thereto made in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer this agreement (the this “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
(ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities ActAgreement”), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary are collectively referred to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, as the “Exchange Offer ConditionsMaterials.”).
(f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being referred to herein as the “Closing Date”).
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Dealer Manager Agreement (Comverse Technology Inc/Ny/)
The Exchange Offer. PharmaNet Development Group, Inc., a Delaware corporation (athe “Company”), proposes to offer to exchange all of its issued and outstanding 2.25% Convertible Senior Notes due 2024 (the “Outstanding Notes”) Provided that this Agreement for $115,000,000 in principal amount, or such other amount as shall not have been terminated be mutually agreed upon between the Company and the Dealer Manager, of newly issued 8.00% Convertible Senior Notes due 2014 (the “New Notes”) and additional cash consideration, on the terms and subject to the conditions set forth in accordance with its terms, Telia shall commence the Exchange Offer Materials (as promptly hereinafter defined) as practicable after the same may be amended or supplemented from time to time (the “Exchange Offer”). As of the date hereof andof this Agreement, the Company has $143,750,000 in any eventprincipal amount of Outstanding Notes outstanding. The New Notes will be issued pursuant to an indenture between the Company and U.S. Bank National Association, no later than two as trustee (2) business days following the later of “Trustee”), as supplemented by a supplemental indenture to be entered into on the Exchange Date (i) as hereinafter defined), between the approval Company and the Trustee (such indenture, as supplemented, the “Indenture”). The New Notes are contemplated to be secured on a second-priority basis by the Finnish Financial Supervisory Authority security documents prepared in form and substance satisfactory to the Dealer Manager (collectively, the “Security Documents”). The Prospectus and Offer to Exchange, the Letter of Transmittal, the combined tender offer document/ listing particulars Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be issued in relation filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto (including the Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and (ii) the effectiveness any forms of the Registration Statement on Form F-4 registering that portion of Telia shares letters to brokers, dealers, banks, trust companies and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant other nominees relating to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”Offer), to exchange in each Sonera Warrant case in the form first authorized for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted use by the Exchange Offer ratio referred to Company in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to accept for payment and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia in accordance Dealer Manager, and thereafter together with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares any amendments and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, supplements thereto made in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer this agreement (the “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
(ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities ActAgreement”), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary are collectively referred to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, as the “Exchange Offer ConditionsMaterials.”).
(f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being referred to herein as the “Closing Date”).
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Dealer Manager Agreement (PharmaNet Development Group Inc)
The Exchange Offer. (a) Provided that this Agreement The Company shall commence, not have been terminated in accordance with its terms, Telia shall commence the Exchange Offer as promptly as practicable after the date hereof and, in any event, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars to be issued in relation to the Exchange Offer and (ii) the effectiveness of the Registration Statement on Form F-4 registering that portion of Telia shares and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant to the Exchange Offer (together with any amendment or supplement theretoMarch 16, the “Exchange Offer Registration Statement”) and2007, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (ithe "Exchange Offer") to the all eligible holders of Sonera shares, the Notes (each a "Noteholder" and collectively the "Noteholders") to exchange 1.51440 Telia shares any and all Notes for each Sonera share held by such holder and New Notes. In conjunction with the Exchange Offer, the Company will solicit consents (iithe "Consent Solicitation") to proposed amendments to the holders Indenture to eliminate substantially all of Sonera ADSsthe restrictive covenants (including all such covenants which do not require the consent of each affected holder for amendment), to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder eliminate or modify certain events of default and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs eliminate or modify related provisions in the Indenture (the “Sonera Warrants” and, together with Sonera shares "Proposed Amendments") and Sonera ADSsa waiver of any alleged default or existing default under the Indenture that is known to or has been asserted by the Consenting Noteholders and an agreement from taking certain actions under any other debt agreement or instrument of the Company (collectively, the “Sonera Securities”"Waiver"), to exchange each Sonera Warrant for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted by the Exchange Offer ratio referred to in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees The Company's obligation to consummate the Exchange Offer will be conditioned upon (i) the entering into by the Company of a credit agreement with respect to the refinancing, including pursuant to any substitution, amendment or replacement thereof, of the Company's existing senior credit facilities, on substantially similar terms to those set forth in a commitment letter that it will not, without the prior written approval by Telia, dispose of any such shares shall have been obtained prior to commencement of the Closing Date Exchange Offer, (ii) the receipt by the Company of the Waiver from holders of at least a majority of the Notes, (iii) the execution and that delivery by the Trustee of a supplemental indenture (the "Supplemental Indenture") to the Indenture implementing the Proposed Amendments, (iv) the qualification under the Trust Indenture Act of 1939 of the indenture for the New Notes, if required, and the availability of an exemption under the Securities Act of 1933, as amended, with respect to the Exchange Offer, and (v) other customary conditions which are reasonable and customary in exchange offers such shares as the Exchange Offer. The Company will be excluded from use its reasonable efforts to satisfy the conditions to the Exchange Offer.
(c) In connection with As promptly as practicable on or after the tenth business day after the commencement of the Exchange Offer the Company shall, and shall procure that the guarantors to the Existing Indenture shall, execute and deliver the Supplemental Indenture. Following the execution and delivery of the Supplemental Indenture and the satisfaction of the other conditions to the Exchange Offer, Telia the Company will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants accept for exchange and exchange all Notes that have been validly tendered by Consenting Noteholders as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia sharestime (the date of such exchange, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior "Settlement Date"). Subject to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation terms and conditions of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to Company will accept for payment exchange and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia in accordance with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been exchange all Notes validly tendered and not withdrawn, validly withdrawn in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer (the “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
(ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, the “Exchange Offer Conditions”).
(f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being referred to herein as the “Closing Date”).
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Exchange and Forbearance Agreement (Spectrum Brands, Inc.)
The Exchange Offer. Omnicare, Inc., a Delaware corporation (athe “Company”), intends to offer to exchange (together with any amendments and extensions thereof, the “Exchange Offer”) Provided that this Agreement shall not have been terminated the Series B 4.00% Trust Preferred Income Equity Redeemable Securities[1] (the “New Securities”) of Omnicare Capital Trust II (the “Trust”) for any and all of the outstanding 4.00% Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust I (the “Old Securities”), on the terms and subject to the conditions set forth in accordance with its the Prospectus and related Letter of Transmittal (each as defined below). Each New Security has a stated liquidation amount of $50 per security and will represent an undivided beneficial ownership interest in the assets of the Trust, which assets will consist solely of the Series B 4.00% Junior Subordinated Convertible Debentures due 2033 (the “New Debentures”) of the Company, to be issued pursuant to the Third Supplemental Indenture (the “New Indenture”), to be entered into between the Company and SunTrust Bank, as indenture trustee (in such capacity, the “Indenture Trustee”), to the indenture, dated as of June 13, 2003, between the Company and the Indenture Trustee. The New Securities will be convertible into cash and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, Telia shall commence and subject to the conditions, set forth in the Amended and Restated Trust Agreement (as defined below). Certain payments on the New Securities will be guaranteed (the “New Guarantee”) by the Company pursuant to the Guarantee Agreement (the “New Guarantee Agreement”) to be entered into between the Company and JPMorgan Chase Bank, N.A., as guarantee trustee (in such capacity, the “Guarantee Trustee”). 1 “Preferred Income Equity Redeemable Securities(SM)” and “PIERS(SM)” are service marks owned by ▇▇▇▇▇▇ Brothers Inc. The Trust was formed on February 7, 2003 pursuant to a trust agreement dated as of February 7, 2003 executed by the Company, as depositor, and Chase Manhattan Bank USA, National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”), and a certificate of trust dated as of February 7, 2003 (the “Trust Certificate”) filed with the Secretary of State of the State of Delaware. The Trust will be governed by, and the New Securities will be issued under, the Amended and Restated Trust Agreement (the “Amended and Restated Trust Agreement”), among the Company, JPMorgan Chase Bank, N.A., as property trustee (in such capacity, the “Property Trustee”), the Delaware Trustee and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as the initial administrative trustees (in such capacities, the “Administrative Trustees”). The Prospectus, the Letter of Transmittal, the Registration Statement, the Tender Offer Statement (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority, in each case in connection with the Exchange Offer as promptly as practicable after the date hereof andincluding any exhibits thereto, in any eventadvertisements, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars to be issued in relation press releases or summaries relating to the Exchange Offer and (ii) the effectiveness any forms of the Registration Statement on Form F-4 registering that portion of Telia shares letters to brokers, dealers, banks, trust companies and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant other nominees relating to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”), to exchange each Sonera Warrant for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possibleOffer, in all other respects, including each case in the number of shares, exercise price and other terms and conditions of form first authorized for use by either the Telia Warrants, reflect Company or the terms and conditions of the Sonera Warrants adjusted by the Exchange Offer ratio referred to Trust in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior furnished to the date hereof as a result of a reclassificationDealer-Manager, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, and thereafter in the each case of Telia, the dividend of no more than SEK 0.20 per share to be declared together with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to accept for payment amendments and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia in accordance with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, supplements thereto made in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer this agreement (the this “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
(ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities ActAgreement”), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary are collectively referred to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, as the “Exchange Offer ConditionsMaterials.”).
(f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being referred to herein as the “Closing Date”).
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Dealer Manager Agreement (Omnicare Capital Trust Ii)
The Exchange Offer. Countrywide Financial Corporation, a Delaware corporation (athe "COMPANY"), intends to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER") Provided that this Agreement shall not have been terminated convertible securities due 2031 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES") of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its outstanding ▇▇▇▇▇ due February 8, 2031 (the "OLD SECURITIES"), on the terms and subject to the conditions set forth in accordance with its the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the "NEW Indenture") to be entered into by the Issuers and The Bank of New York, as Trustee (the "NEW TRUSTEE"). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share (the "COMMON STOCK"), of the Company (such shares, the "CONVERSION SHARES") on the terms, Telia shall commence and subject to the Exchange Offer conditions, set forth in the New Indenture (including Exhibit A thereto). The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as promptly as practicable after the date hereof anddefined below), in any event, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars all statements and other documents filed or to be issued in relation filed with any federal, state or local governmental or regulatory agency or authority and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and (ii) the effectiveness any forms of the Registration Statement on Form F-4 registering that portion of Telia shares letters to brokers, dealers, banks, trust companies and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant other nominees relating to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”Offer), to exchange in each Sonera Warrant case in the form first authorized for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted use by the Exchange Offer ratio referred to Issuers in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter market and the cash consideration received in respect thereof will be distributed to such holders in lieu of such fractional Telia shares, Telia ADSs or Telia Warrants.
(d) In the event that Sonera changes the number of Sonera Securities, or Telia changes the number of Telia shares, Telia ADSs or securities convertible or exchangeable into or exercisable for Telia shares or Telia ADSs, issued and outstanding prior to the date hereof as a result of a reclassification, stock split (including a reverse split), dividend or distribution (other than regular cash dividends including, in the case of Telia, the dividend of no more than SEK 0.20 per share to be declared with respect to the year 2001), recapitalization, merger (other than the transactions contemplated by this Agreement), subdivision, issuer tender or exchange offer for the issuer’s own shares or other similar transaction with a dilative effect, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Exchange Offer, the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above shall be equitably adjusted.
(e) The obligation of Telia to accept for payment and pay for Sonera Securities tendered pursuant to the Exchange Offer shall be subject only to the satisfaction or, if permitted by applicable law, prior waiver (by both parties in writing) of the following conditions:
(i) that the matters contemplated by Section 2.01 of this Agreement shall have been approved by the vote of the shareholders of Telia Dealer-Manager, and thereafter in accordance each case together with Swedish law (the “Shareholder Approval Condition”);
(ii) that a number of Sonera shares (including shares represented by Sonera ADS) representing more than 90 per cent of the number of shares any amendments and voting power of the then outstanding Sonera shares (on a fully diluted basis) shall have been validly tendered and not withdrawn, supplements thereto made in accordance with the terms of the Exchange Offer, prior to the expiration of the Exchange Offer this agreement (the “Minimum Condition”);
(iii) that no court of competent jurisdiction or any governmental or regulatory (including stock exchange) authority, agency, commission, body or other governmental entity (each, a “Governmental Entity”) shall have issued or entered any order which is then in effect and has the effect of making any of the transactions illegal or otherwise prohibiting their consummation and the transactions shall not otherwise be illegal under any applicable competition law or regulation;
(iv) that any waiting period (and any extension thereof) applicable to the consummation of the transactions under any competition, merger control or similar law of the European Union, Sweden, Finland or any other relevant jurisdiction, shall have expired or been terminated;
(v) that all consents, approvals, authorizations and registrations required to be obtained from the applicable Governmental Entities to consummate the transactions contemplated by this Agreement shall have been obtained (unless the failure to obtain any such consents, approvals and authorizations would not result in a Material Adverse Effect (as defined in Section 5.01(e));
(vi) that the Telia shares to be issued pursuant to the Exchange Offer shall have been authorized for listing on the SSE and the Helsinki Exchanges (the “HSE”) and the Telia ADSs to be issued in connection with the Exchange Offer have been approved for quotation on the Nasdaq National Market (“Nasdaq”);
(vii) that this Agreement shall not have been terminated by either Telia or Sonera in accordance with its terms;
(viii) that there are no circumstances which prevent or materially hinder the implementation of the combination of the businesses of Telia and Sonera due to legislation, legal rulings, decisions by public authorities or the like in Sweden, Finland or elsewhere, which exist or are anticipated at the time, or due to other circumstances beyond the control of Telia, including without limitation, that Telia determines in good faith, following consultation with Sonera, that the cash offer price to be paid by Telia for each share of Sonera in connection with the mandatory redemption offer that Telia may be required to make pursuant to the SMA following the completion of the Exchange Offer would, pursuant to an opinion of independent, reputable legal counsel based upon a ruling of or consultation with the Finnish Financial Supervisory Authority, be higher than the equivalent cash value of the Telia shares offered in exchange for each such share pursuant to the terms of the Exchange Offer as determined pursuant to the SMA; provided that the difference between such offer price to be paid in such mandatory redemption offer and such cash value of the Telia shares multiplied by the aggregate number of shares issued and outstanding in Sonera shall exceed EUR 300,000,000; and
(ix) that the Exchange Offer Registration Statement shall have become effective in accordance with the provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”"Agreement"), no stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary to consummate the Exchange Offer shall have been obtained and be in effect (together with the conditions set forth in (i)-(viii) above, the “Exchange Offer Conditions”).
(f) Telia and Sonera shall use their reasonable best efforts to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or advisable to cause the conditions to this Agreement to be satisfied in the most expeditious manner reasonably possible.
(g) The initial expiration date of the Exchange Offer shall be the date which is not later than 20 U.S. business days after the date on which the Exchange Offer commences (such date, as it may be extended from time to time as hereinafter provided, the “Expiration Date”) and, provided that this Agreement shall not have been terminated in accordance with the terms thereof, shall be extended by Telia from time to time thereafter until such time as all of the Exchange Offer Conditions have been satisfied. Subject only to the conditions set forth above, Telia shall accept for exchange and shall exchange all Sonera Securities, validly tendered and not withdrawn pursuant to the terms of the Exchange Offer, at the earliest practicable time following the Expiration Date (such date of acceptance being are collectively referred to herein as the “Closing Date”)"EXCHANGE OFFER MATERIALS".
(h) The Exchange Offer will lapse:
(i) unless the Exchange Offer Conditions have been and continue to be satisfied or, where appropriate, have been waived (by both parties in writing), by 4 p.m. (Helsinki time) on the Expiration Date; or
(ii) if this Agreement is terminated in accordance with the terms of Article V of this Agreement; and, on such lapse, Telia shall release all Sonera Securities tendered pursuant to the Exchange Offer as soon as reasonably possible.
Appears in 1 contract
Sources: Dealer Manager Agreement (Countrywide Home Loans Inc)