Aavid Thermal Technologies, Inc. Further Extends Expiration Date of Tender Offer for its 12-3/4% Senior Subordinated Notes Due 2007.CONCORD, N.H. -- Aavid Thermal Technologies, Inc. (Aavid), a developer of computational fluid dynamics Computational fluid dynamics The numerical approximation to the solution of mathematical models of fluid flow and heat transfer. Computational fluid dynamics is one of the tools (in addition to experimental and theoretical methods) available to solve (CFD CFD - Computational Fluid Dynamics ) software and provider of thermal management solutions for electronics, announced today that it is further extending the tender offer expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of its previously announced cash tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for any and all of its 12-3/4% Senior Subordinated Notes Due 2007 from 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 17, 2006, to 5:00 p.m., New York City time, on May 1, 2006, unless further extended. Other than this extension of time, all other terms of the tender offer and consent solicitation remain unchanged. As of 5:00 p.m., New York City time, on April 14, 2006, tenders representing 99.96% of the outstanding aggregate principal amount of notes had been received. Holders who have previously tendered notes do not need to take any action in response to this extension. Withdrawal rights, which expired on March 21, 2006, are not being reopened as a result of this further extension. Aavid's related consent solicitation expired at 5:00 p.m., New York City time, on March 21, 2006. As a result of the receipt of requisite consents from holders of the notes to amend the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing such notes, Aavid, the guarantors of the notes and the trustee under the indenture have executed and delivered a supplemental indenture, dated March 21, 2006. The supplemental indenture will become operative upon acceptance of the notes for purchase in the tender offer in accordance with the terms, and subject to the conditions, described in the Offer to Purchase and Consent Solicitation Statement, dated as of March 8, 2006. A copy of the supplemental indenture has been filed by Aavid on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. with the Securities and Exchange Commission on March 23, 2006, and is publicly available at www.sec.gov. The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including consummation of proposed mergers pursuant to which ANSYS ANSYS Analysis System , Inc. and certain of its affiliates will acquire Aavid and the CFD software business operated by Aavid's wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Fluent Inc. Consummation of the mergers is subject to various customary conditions, including, among others, expiration or termination of the applicable Hart-Scott-Rodino waiting period and the absence of any material adverse change with respect to each party's business. Aavid intends to further extend the tender offer expiration date, if necessary, so that the date on which it accepts notes for payment pursuant to the terms of the tender offer coincides with the closing of the mergers. Bear, Stearns & Co. Inc. is acting as dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as information agent in connection with the tender offer and consent solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement, the Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and the other related documents may be obtained by contacting D.F. King & Co., Inc. at (888) 542-7446 or (212) 269-5550. Questions regarding the tender offer may be directed to Bear, Stearns & Co. Inc. at (877) 696-2327 or (212) 272-5112 (call collect). The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the tender offer documents as amended by this press release. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the notes or any other securities of Aavid. This press release also is not a solicitation of consents to the proposed amendments to the indenture. None of Aavid, the dealer manager and solicitation agent, the information agent, the depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. or any of their respective affiliates make any recommendation as to whether or not holders should tender notes and deliver consents in response to the tender offer and consent solicitation. Additional information on Aavid is available on the World Wide Web at http://www.aatt.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The matters discussed in this release contain forward-looking statements and information relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Aavid that is based on the beliefs of Aavid's management, as well as assumptions made by and information currently available to management. The words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of Aavid with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Aavid does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
|
||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion