Welltec Announces Results of Cash Tender Offer for Any and All
of the 9.500% Senior Secured Notes due 2022
Allerød, Denmark (October 14, 2021) — Welltec A/S (we, us, our or Welltec) today announced the results of its previously announced cash tender offer (Tender Offer) to purchase any and all of its 9.500% Senior Secured Notes due 2022 (Notes). The Tender Offer expired at 5:00 p.m., New York City time, on October 13, 2021 (Expiration Time). The Tender Offer was made pursuant to an Offer to Purchase dated September 27, 2021 (Offer to Purchase).
As of the Expiration Time, $329,270,000 aggregate principal amount, or approximately 96.84%, of the outstanding Notes had been validly tendered. Welltec will accept, subject to the Financing Condition and the other conditions being fulfilled or waived, for purchase all such tendered Notes and pay to the holders thereof $1,012.40 per $1,000 principal amount of Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Time, plus accrued and unpaid interest on such Notes from the applicable last interest payment date up to, but not including, October 15, 2021.
Subject to the respective holders’ performance of the delivery requirements under such procedures and subject to the Financing Condition and the other conditions being fulfilled or waived, Welltec will accept for purchase and pay to the holders thereof the consideration for the Notes described above, plus accrued and unpaid interest on such Notes from the applicable last interest payment date up to, but not including, October 15, 2021
On October 15, 2021, Welltec A/S intends to issue a notice to redeem the Notes that were not purchased in the Tender Offer (Post-Closing Redemption) on December 1, 2021 at the then-applicable redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest for the Notes. Welltec intends to deposit into an account designated by the trustee for the Notes amounts required to fund the Post-Closing Redemption, in accordance with the satisfaction and discharge provisions of the indenture governing the Notes. This news release does not constitute a notice of redemption of the Notes.
The Settlement Date is currently expected to occur on October 15, 2021.
We have engaged Morgan Stanley & Co. International plc to act as the Dealer Manager and D.F. King & Co., Inc. to act as Information and Tender Agent in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. International plc at +44 20 7677 5040 or +1 800 624 1808 (toll free) or +1 (212) 761 1057 (collect) or by email at liabilitymanagementeurope@morganstanley.com. Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 800.820.2416 (toll free) or 212.269.5550 (collect) or by email at welltec@dfking.com, and copies of the Offer to Purchase may be obtained at www.dfking.com/welltec.
Welltec made the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc.
This news release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Welltec
Welltec® is a global technology company that develops and provides efficient, hi-tech solutions for the energy industry.
The company was founded in 1994 and grew rapidly by supplying innovative robotic technology to oil and gas operators. In 2010, Welltec introduced a new business segment focused on the development of Completion products. Commercialization of these products began in 2014, and the company is now a global leader in the field of metal expandable packer technology. Welltec’s cutting-edge products and services are designed to optimize the performance and integrity of a well, in any environment.
Through advanced engineering and lightweight design, Welltec’s solutions have helped clients increase operational efficiency and reduce carbon footprints in a safe and sustainable way for more than 25 years.
Forward-Looking Statements
In addition to historical information, this news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. From time to time, we provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using the words “believes,” “estimates,” “aims,” “targets,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “ongoing,” “potential,” “product,” “projects,” “guidance,” “seeks,” “may,” “will,” “could,” “would,” “should” or, in each case, their negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this news release, those results or developments may not be indicative of results or developments in subsequent periods.
All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. We undertake no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date they are or were made, and we do not intend to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this news release, currently unknown facts or conditions or the occurrence of unanticipated events, except as required by law.
Contact
Søren Søgaard Suhr, CFO
Cell: +45 2034 0488
E-mail: ssuhr@welltec.com
