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Globe Announces Successful Completion of its Tender Offer for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc.MANILA, Philippines, Dec. 19, 2012 /PRNewswire via COMTEX/ -- Globe Telecom, Inc. ("Globe") announced today that it has successfully completed its previously announced tender offer to purchase for cash any and all of the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. As of the expiration of the tender offer, at 11:59 p.m., New York City time, on December 18, 2012 (the "Expiration Date"), Notes representing approximately 92.90% of the aggregate Remaining Principal Amount of Notes had been validly tendered and not withdrawn. All of the conditions to the tender offer, as set forth in Globe's amended and restated offer to purchase (the "Amended and Restated Offer to Purchase") dated November 6, 2012, as expressly amended by Globe's prior press releases dated November 20, 2012, November 28, 2012 and December 4, 2012, have been satisfied or waived. Globe expects to accept for purchase all of the Notes validly tendered and not withdrawn in the tender offer. As Globe has previously announced, Globe will pay in the tender offer: (i) to each holder who validly tendered (and did not validly withdraw) all of its Notes on or prior to the Extended Early Tender Date (11:59 p.m., New York City time, on December 11, 2012), for each US$1,000 Remaining Principal Amount of Notes of such holder validly tendered (and not validly withdrawn), an amount in cash equal to US$310.00; and (ii) to each holder who validly tendered (and did not validly withdraw) all of its Notes after the Extended Early Tender Date and on or prior to the Expiration Date, for each US$1,000 Remaining Principal Amount of Notes of such holder validly tendered (and not validly withdrawn), an amount in cash equal to US$307.50. As Globe has also previously announced, Globe expects that the Settlement Date of the tender offer will occur not later than December 21, 2012, New York City time. Notice to Investors This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer was made pursuant to the terms of the Amended and Restated Offer to Purchase and the related Letter of Transmittal. The tender offer was not made to holders of Notes in any jurisdiction where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offer, holders of the Notes should refer to the Amended and Restated Offer to Purchase, and Globe's prior press releases dated November 20, 2012, November 28, 2012, and December 4, 2012. Holders of Notes may obtain copies of the Amended and Restated Offer to Purchase, the related Letter of Transmittal, and Globe's prior press releases dated November 20, 2012, November 28, 2012, and December 4, 2012, from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), by telephone at: +44-(0)-20-7508-3867 or by e-mail at: [email protected] Globe retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offer. Questions concerning the terms of the tender offer should be directed to the Dealer Manager at +1-800-558-3745 (U.S. toll-free), +1-212-723-6108 (collect) and in Hong Kong at +852-2501-2961 (collect). About Globe Globe Telecom, Inc. is a corporation incorporated in the Philippines. Globe has over 5,000 employees, and operates mobile, fixed-line and broadband networks in the Philippines. Globe and its affiliates have over 30 million mobile subscribers, over 1.4 million broadband customers, and over 600,000 landline subscribers. Globe is listed on the Philippines Stock Exchange under the ticker GLO and had a market capitalization of 149.96 billion Philippine Pesos at the end of 2011. The principal shareholders of Globe are the Ayala Corporation and Singapore Telecom. Forward-Looking Statements This press release contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "seek," "plan," "may," "will," "would," "could" and similar expressions, are intended to identify a number of these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release and the Amended and Restated Offer to Purchase might not occur in the way we expect, or at all. Holders of Notes should not place undue reliance on any forward-looking information. In addition, these forward-looking statements reflect current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward--looking statements as a result of a number of factors, including general economic, political and other conditions in the Philippines, and the risk factors discussed in the Amended and Restated Offer to Purchase as well as other factors beyond our control. The information and statements in this press release are made on the date hereof. We do not intend to update or otherwise revise any forward-looking statements whether as a result of new information, future events or otherwise, unless such information is material within the purview of applicable laws, the mandate of which is to enforce investor protection. For more information, please contact: Yoly CrisantoHead, Corporate CommunicationsGlobe Telecom, Inc.Tel No. +632-730-2627Fax No. [email protected] SOURCE Globe Telecom, Inc. |