The tender offer
will now expire at 11:00 am New York City time, on January 23, 2007, unless Open Solutions chooses to again extend or to terminate the tender offer
as provided in the Offer to Purchase.
In each case, holders whose Notes are accepted for payment in the tender offers
will receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date to, but not including, the payment date for Notes purchased in the tender offers
The tender offers
and consent solicitations relating to the Notes are being made upon the terms and conditions set forth in the Offer to Purchase and the related Consent and Letter of Transmittal, as heretofore amended and as amended hereby.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the lead Dealer Managers and Solicitation Agents for the tender offers
and consent solicitations, and they can be contacted at (877) 686-5059 (toll-free) ((212) 357-0775 (collect)) and (888) 654-8637 (toll-free) ((212) 449-4914 (collect)), respectively.
The tender offer
described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
Each holder who validly tenders its Notes and delivers consents on or prior to 12:00 midnight, New York City time, on December 26, 2006 will be entitled to a consent payment, which is included in the total consideration above, of $30 for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer
The proposed amendments to the indenture, other than the proposed amendments to the Reporting Provision and the Interest Rate Provision, will become effective upon execution and delivery of a Supplemental Indenture by the Company and the Trustee, but will not become operative until the Notes are accepted for payment by the Company pursuant to the tender offer
and consent solicitation.
The consummation of the tender offer
is conditioned upon, among other things, (i) the consummation of the previously announced acquisition (the "Acquisition") of Jacuzzi by affiliates of Apollo Management, L.
The tender offer
is subject to several conditions, including, among other things, AGT's receipt of proceeds from a new issuance of debt securities or a new second lien credit facility, which proceeds must be sufficient (and, under the terms of the agreements governing AGT's indebtedness, are permitted to be used) to pay the aggregate total consideration and/or the purchase price for the Notes accepted in the tender offer
; a minimum tender condition; receipt of the requisite consents and execution of a supplemental indenture and execution of an amendment terminating the registration rights agreement.
NewMarket will pay the total consideration or the tender offer
consideration, as applicable, for the Notes accepted for purchase at the Final Acceptance Time on such date (the "Final Payment Date") promptly following the Final Acceptance Time.
For example, the ability of the parties to close the tender offer
by the end of 2006 will depend on a number of factors outside the parties' control, including the satisfaction of closing conditions.
Elron has not yet had an opportunity to assess the tender offer
and intends to convene a meeting of its Board of Directors for such purpose in the near future.