UAP Holding Corp. and United Agri Products, Inc. Announce Extension of Tender Offers and Consent Solicitations for Their 10 3/4% Senior Discount Notes Due 2012 and 8 1/4% Senior Notes Due 2011.GREELEY, Colo. -- UAP UAP Unstable Angina Pectoris UAP United Agri Products UAP User Account Protection (Microsoft Vista) UAP University Affiliated Program UAP Unlicensed Assistive Personnel UAP Universidad Adventista Del Plata Holding Corp. ("UAP Holdings") and United Agri Products, Inc. ("United Agri Products" and, together with UAP Holdings, the "Companies," and each, a "Company") announced today that they are each extending the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.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. for the previously announced offers to purchase for cash any and all of UAP Holdings' outstanding $125,000,000 principal amount at maturity of 10 3/4% Senior Discount Notes due 2012 (the "10 3/4% Discount Notes") and any and all of United Agri Products' outstanding $225,000,000 principal amount of 8 1/4% Senior Notes due 2011 (the "8 1/4% Notes," and together with the 10 3/4% Discount Notes, the "Notes"). The tender offers by the Companies, each previously scheduled to expire at 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 Wednesday, June 23, 2004, will now expire at 5:00 p.m., New York City Time, on Friday, July 2, 2004, unless further extended. As of 5:00 p.m., New York City Time, on June 23, 2004, all $125,000,000 aggregate principal amount at maturity of the 10 3/4% Discount Notes and all $225,000,000 aggregate principal amount of the 8 1/4% Notes have been validly tendered and have not been withdrawn in the offers to purchase and consent solicitations. Each Company's tender offer is conditioned on, among other things, (a) the consummation of UAP Holdings' offering of Income Deposit Securities and (b) United Agri Products amending its existing revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and entering into a new senior secured second lien A Second lien financing is a form of financing secured on a second ranking basis by (more or less) the same security, which secures the first ranking financing. The first lien lenders and the second lien lenders agree that, in the event of a security enforcement or bankruptcy, the term loan facility, the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of both of which will be used, among other things, to pay the considerations for the Notes purchased in the tender offers. Information regarding the pricing, tender and delivery procedures and conditions to the tender offer and consent solicitation are contained in the Offer to Purchase and Consent Solicitation Statement dated April 26, 2004, as supplemented by the Supplement thereto dated May 6, 2004 and the accompanying Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent (the "Offer Documents"). UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Investment Bank is acting as dealer manager for the tender offers and consent solicitations. MacKenzie Partners, Inc. is acting as information agent. Questions about the tender offers may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect), or to MacKenzie Partners, Inc. at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Copies of the Offer Documents and other related documents may be obtained from the information agent. The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the Offer Documents. 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 the Companies. It also is not a solicitation of consents to the proposed amendments to the indentures and registration rights agreements. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. About the Companies UAP Holdings is a holding company with no significant assets or operations other than the ownership of 100% of the stock of United Agri Products. United Agri Products is the largest private distributor of agricultural and non-crop inputs in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada. It markets a comprehensive line of products including crop protection chemicals, seeds and fertilizers to growers and regional dealers. In addition, as part of its product offering, United Agri Products provides a broad array of value-added services including crop management, biotechnology advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal , custom blending, inventory management and custom applications of crop inputs. United Agri Products maintains a comprehensive network of approximately 350 distribution and storage facilities and five formulation and blending plants, strategically located throughout the United States and Canada. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Certain statements in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on each Company's current expectations and involve risks and uncertainties that could cause the Companies' actual results to differ materially from those set forth in the statements. The Companies can give no assurance that such expectations will prove to be correct. Factors that could cause the Companies' results to differ materially from current expectations include: general economic and business conditions, industry trends, raw material costs and availability, changes in demand for their products, actions of their competitors and the additional factors and risks contained in the Companies' Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2004. |
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