Business News
IKON ANNOUNCES RECEIPT OF REQUISITE CONSENTS AND PRICING OF THE TENDER OFFER FOR ITS OUTSTANDING 7.75% NOTES DUE 2015
Tuesday 30. December 2008 - IKON Office Solutions Inc (the "Company"), a Ricoh company, today announced that it has determined the price for its previously announced cash tender offer for any and all of its 7.75% Notes due 2015 (the "Notes"). The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated October 29, 2008, and a related Letter of Transmittal, which more fully set forth the terms and conditions of the tender offer and consent solicitation.
The total consideration for each $1,000 principal amount of Notes validly tendered prior to 5:00 p.m., New York City time, on November 12, 2008 (the “Consent Payment Deadline”), and accepted for payment is $1,150.27. The total consideration includes a consent payment of $30.00. Notes accepted for payment that are validly tendered subsequent to the Consent Payment Deadline but prior to midnight, New York City time, on November 26, 2008 (the “Expiration Time”), will receive the tender offer consideration of $1,120.27 for each $1,000 principal amount of Notes tendered. In addition to the total consideration or the tender offer consideration payable, the Company will pay accrued and unpaid interest to, but not including, the applicable payment date. The Company has elected to exercise its early settlement option and pursuant thereto the payment date for Notes validly tendered at or before the Consent Payment Deadline and accepted for payment is expected to be on or about November 13, 2008. The payment date for Notes validly tendered after the Consent Payment Deadline but prior to the Expiration Time and accepted for payment is expected to be on or about November 28, 2008. Payment for the Notes on either payment date is subject to the satisfaction of the conditions set forth in the Companys Offer to Purchase and Consent Solicitation Statement, however, in conjunction with the initial early payment date, the Company will simultaneously therewith waive all conditions to the tender offer and consent solicitation that it is legally permitted to waive (other than a proper tender).
As of the Consent Payment Deadline, the Company had received valid tenders and consents from holders of $222.4 million aggregate principal amount (representing approximately 98.8%) of the outstanding Notes. The consents received are sufficient to amend the indenture governing the Notes, and the Company has executed a supplemental indenture and, with such execution, Notes tendered may no longer be validly withdrawn. Although the Company has executed the supplemental indenture, the amendments and the waivers will not become operative unless and until all Notes validly tendered at or before the Consent Payment Deadline are accepted for purchase pursuant to the tender offer.
Wachovia Securities is acting as exclusive Dealer Manager and Solicitation agent for the tender offer and the consent solicitation and can be contacted at (704) 715-8341, or toll free at (866) 309-6316. D.F. King & Co., Inc., the Information Agent for the offer and solicitation, can be contacted at (212) 269-5550 (collect) or toll free at (800) 758-5378. The Bank of New York Mellon is the Depositary for the offer and solicitation and can be contacted at (212) 815-5098. Copies of the offer documents and other related documents may be obtained from the Information Agent.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consent with respect to the Notes nor is this announcement an offer to sell or solicitation of an offer to purchase new securities. The tender offer and consent solicitation are made solely by means of the Offer to Purchase and Consent Solicitation dated October 29, 2008 and the related Consent and Letter of Transmittal.