Acterna Corporation Announces Combined Cash Tender Offers for Outstanding Notes of Acterna LLC.Business Editors/Hi-Tech Writers GERMANTOWN, Md.--(BUSINESS WIRE)--June 24, 2002 Acterna Corporation (Nasdaq:ACTR ACTR American Council of Teachers of Russian ACTR Actuator ACTR Association for Canadian Theatre Research ACTR A Christmas To Remember ACTR Assistant Contract Technical Representative (NMCI liaison) ) today announced the commencement of cash tender offers for up to $155 million, on a combined basis, in principal amount of the outstanding 9 3/4 percent Senior Subordinated Notes due 2008 of Acterna. The tender offers, which are being made by Acterna LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control (Acterna), and CD&R VI (Barbados), Ltd. (CD&R Barbados), are described in the Offers to Purchase dated June 24, 2002. The consideration for each $1,000 principal amount of the Notes tendered and accepted for payment pursuant to each tender offer will be $220. The tender offers are not conditioned on the tender of any minimum principal amount of Notes. The tender offers will expire at midnight, 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 Monday, July 22, 2002, unless extended. Payment for Notes validly tendered and not validly withdrawn will be made promptly following expiration of the offers. Acterna's offer is for $109 million in principal amount of the Notes, and CD&R Barbados' offer is for $46 million in principal amount of the Notes. CD&R Barbados' offer is subject to a number of conditions that are set forth in the Offers to Purchase, including the purchase by Acterna of the first $63 million in principal amount of the Notes tendered. Acterna's offer is subject to a number of conditions that are set forth in the Offers to Purchase, including obtaining consent from the lenders under the credit agreement governing Acterna's senior secured facility to amend or waive certain provisions of Acterna's senior secured credit agreement. There can be no assurance that the consent sought by Acterna will be obtained on the terms sought on or prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.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 the tender offers, or at all. In connection with its offer, CD&R Barbados expects to agree with the lenders under Acterna's senior secured credit agreement to invest all cash interest received, on an after-tax basis After-tax basis The comparison basis used to analyze the net after-tax returns on a corporate taxable bond and a municipal tax-free bond. , on the Notes purchased in the tender offer or otherwise held by CD&R Barbados in new senior secured convertible notes of Acterna. Dresdner Kleinwort Dresdner Kleinwort (DKIB) is the investment bank of Dresdner Bank AG, part of Allianz since July 2001. Headquartered in London and Frankfurt and with an international network including offices in the financial centres of New York and Tokyo, Dresdner Kleinwort provides a wide range Wasserstein, Inc. (DrKW) is acting as the exclusive Dealer Manager. Inquiries relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the tender offer should be directed to Marc D. Puntus at DrKW at 212-895-1819. Requests for additional copies of the tender offer materials may be directed to MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885. This press release does not constitute an offer to purchase the Notes. The tender offers are made solely by the Offers to Purchase. About the Offerors Based in Germantown, Maryland, Acterna Corporation is the holding company for Acterna, Airshow, da Vinci da Vinci Surgery A surgical robot for performing certain surgeries–eg, mitral valve repair and laparoscopic procedures–eg, cholecystectomy and gastric ulcer repair. See Laparoscopic surgery, Robotics, Surgical robot. Systems and Itronix. Acterna is the world's second largest communications test and management company. The company offers instruments, systems, software and services used by service providers, equipment manufacturers and enterprise users to test and optimize performance of their optical transport, access, cable, data/IP and wireless networks and services. Airshow supplies in-flight passenger information systems to the aviation industry while da Vinci Systems designs and markets video color correction Altering the colors in an image in order to print or display it properly or for special effects. Depending on the application, color correction can be a significant problem if the resulting image must be approved or a purchase is made because of color choice. systems to the video postproduction post·pro·duc·tion n. A final stage in the production of a film or a television program, occurring after the action has been filmed or videotaped and typically involving editing and the addition of soundtracks. industry. Itronix sells ruggedized computing devices for field service applications to a range of industries. Additional information on Acterna is available at http://www.acterna.com. CD&R Barbados is a Barbados company holding an International Business Company license. All of the capital stock of CD&R Barbados is owned by Clayton, Dubilier & Rice Fund VI Limited Partnership, an affiliate of Acterna that is managed by Clayton, Dubilier & Rice, Inc. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Acterna's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors that could cause actual results to differ materially are described in Acterna's reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and 10-Q on file with the Securities and Exchange Commission. |
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