FAIRLAWN, Ohio, May 18: OMNOVA Solutions Inc. (NYSE:OMN) (the "Company") announced today that it has extended its previously announced tender offer for any and all of its outstanding 111/4% senior secured notes due 2010 (CUSIP No. 682129AC5) (the "Notes"). The tender offer, previously set to expire at 8:00 a.m., New York City time, on May 18, 2007, will now expire at 8:00 a.m., New York City time, on May 22, 2007 (as extended, the "Expiration Date"), unless otherwise extended or terminated. The tender offer is being extended to coordinate the closing of the tender offer with the completion of a new term loan of $150 million and the amendment of the Company's existing senior secured credit facility. Except for the above change, all terms and conditions of the tender offer are unchanged and remain in full force and effect.
As previously announced on May 4, 2007, the Company received the requisite consents to adopt the proposed amendments to the indenture governing the Notes and the Notes pursuant to the consent solicitation. The Company also announced on May 4, 2007 the determination of the consideration payable in accordance with the terms of the offer to purchase and consent solicitation statement for the Notes. Holders who validly tendered and did not validly withdraw their Notes and related consents before 5:00 p.m., New York City time, on May 3, 2007 (the "Consent Date") will receive, for each $1,000 principal amount of Notes tendered, Total Consideration equal to $1,058.10, which includes a $30 consent payment (the "Consent Payment"), if the payment date is before June 1, 2007. Holders who tender their Notes and deliver their consents after the Consent Date, but before the Expiration Date, will receive, for each $1,000 principal amount of Notes tendered, Tender Offer Consideration equal to $1,028.10, which is the Total Consideration less the Consent Payment, if the payment date is before June 1, 2007. Accrued and unpaid interest to, but not including, the payment date will be paid to Holders of record on May 15, 2007 whose Notes are validly tendered and accepted for purchase. If the payment date is on or after June 1, 2007, the Total Consideration for each $1,000 principal amount of Notes will be $1,060.94, which is the price at which the Notes may be redeemed on June 1, 2007 plus the equivalent of two weeks interest, and the Tender Offer Consideration for each $1,000 principal amount of Notes will be $1,030.94, which is the Total Consideration less the Consent Payment.
The Company has been advised by the depositary of the tender offer that, as of 5:00 p.m. on May 17, 2007, $162,000,000 aggregate principal amount of the Notes, representing approximately 98.182% of the aggregate principal amount of the Notes outstanding, have been validly tendered. Rights to withdraw Notes tendered prior to the Consent Date have expired.
Deutsche Bank Securities Inc. is the dealer manager for the tender offer and the consent solicitation. Questions or requests for assistance may be directed to the dealer manager at (212) 250-5655 (call collect). Requests for documentation may be directed to the information agent, MacKenzie Partners, Inc., at (212) 929-5500 (call collect) or at (800) 322-2885 (call toll-free).
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are being made solely by the offer to purchase and consent solicitation statement.
Cautionary Statement on Forward-Looking Statements
This news release contains statements concerning trends and other forward- looking information affecting or relating to the Company and its industries. These statements are intended to qualify for the protections afforded forward- looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of forward- looking terms such as "may," "should," "projects," "forecasts," "seeks," "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "optimistic," "likely," "will," "would," "could," or similar terms. Forward-looking statements address the Company's business, results of operations, financial condition, significant accounting policies and management judgments, among other things, and include statements based on current expectations, estimates, forecasts and projections. There are many risks and uncertainties that could cause actual results or outcomes to differ materially from those described in the forward-looking statements, some of which are beyond the Company's control, including inherent economic risks, changes in prevailing governmental policies and regulatory actions, and litigation risks inherent in the Company's business.
For further information on these and other risks and uncertainties, see the Company's Securities and Exchange Commission ("SEC") filings, including the Company's Annual Report on Form 10-K for its fiscal year ended November 30, 2006. Copies of this document as well as other SEC filings can be obtained from the Company's website at www.omnova.com/. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise.
OMNOVA Solutions Inc. is a technology-based company with 2006 sales of approximately $700 million and a current workforce of 1,700 employees worldwide. The Company is an innovator of emulsion polymers, specialty chemicals, and decorative and functional surfaces for a variety of commercial, industrial and residential end uses. Visit OMNOVA Solutions on the internet at www.omnova.com/.
Source: OMNOVA Solutions Inc.
CONTACT: Sandi Noah, Communications, +1-330-869-4292, Michael Hicks, Investor Relations, +1-330-869-4411, both of OMNOVA Solutions Inc.
Web site: http://www.omnova.com/