Press Releases
Contact:
Jodi Allen (Investor Relations)
(973) 357-3283
Cytec Industries Inc. Announces
Cash Tender Offers for 5.50% Notes Due October 1, 2010 and 4.60%
Notes Due July 1, 2013
Woodland Park, New Jersey, June 30, 2009 – Cytec Industries Inc.
(NYSE:CYT) today announced the commencement of cash tender
offers for the outstanding senior debt securities of two series
listed below.
The tender offers are being made pursuant to an Offer to
Purchase dated June 30, 2009 and a related Letter of
Transmittal, dated June 30, 2009, which set forth a more
detailed description of the tender offers.
Upon the terms and subject to the conditions described in the
Offer to Purchase, the Letter of Transmittal and any amendments
or supplements to the foregoing, Cytec offers to purchase for
cash (1) any and all of the 5.50% Notes Due October 1, 2010 (the
“2010 Notes”) and (2) up to $250,000,000 in aggregate principal
amount, less any amount accepted in the Any and All Tender Offer
(as defined below), of the 4.60% Notes Due July 1, 2013 (the
“2013 Notes”) with a maximum repurchase amount of $50,000,000
(the “Maximum Tender Amount”). We refer to our offer to purchase
the 2010 Notes as the “Any and All Tender Offer” and we refer to
our offer to purchase the 2013 Notes as the “Maximum Tender
Offer.” We refer to both offers, collectively, as the “tender
offers.”
The Any and All Tender Offer for the 2010 Notes will expire at
5:00 p.m., New York City time, on July 14, 2009, and the Maximum
Tender Offer for the 2013 Notes will expire at 11:59 p.m., New
York City time, on July 28, 2009, in each case unless extended
or earlier terminated.
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Dollars per $1,000 Principal
Amount of Securities
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Principal Amount Outstanding as of June 30,
2009
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Tender Offer Consideration
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Any and All Tender Offer
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5.50% Notes due October 1, 2010.............................
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232820AF7
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$250,000,000
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$
1,035.00
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NA
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NA
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Maximum Tender Offer
4.60% Notes due July 1, 2013..................................
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232820AE0
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$187,700,000
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$
930.00
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$20.00
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$950.00
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(1)
The Total Consideration includes the Early Tender Premium
and is payable only in respect of the 2013 Notes validly
tendered (and not validly withdrawn) on or prior to 5:00 p.m.,
New York City time, on July 14, 2009 (the “Early Tender Date”),
and accepted for payment.
Our obligation to
accept for payment and to pay for the 2010 Notes or the 2013
Notes (collectively, the “Securities”) in either of the tender
offers is subject to the satisfaction or waiver of a number of
conditions including the completion by us of a public offering
of not less than $250,000,000 in aggregate principal amount of
unsecured senior debt securities that closes no later than the
Early Tender Date on terms reasonably satisfactory to us. The
tender offers are not contingent upon the tender of any minimum
principal amount of Securities. Cytec reserves the right to
waive any one or more of the conditions at any time.
The tender offer consideration for each $1,000 principal amount
of each series of the Securities validly tendered and accepted
for purchase pursuant to the tender offers will be the
applicable tender offer consideration for such series of
Securities set forth in the table above (with respect to each
series, the “Tender Offer Consideration”). Holders of 2013 Notes
that are validly tendered at or prior to the Early Tender Date
and accepted for purchase will receive the Tender Offer
Consideration for the 2013 Notes plus the applicable early
tender premium set forth in the table above (the “Early Tender
Premium” and, together with the Tender Offer Consideration, the
“Total Consideration”). Holders of 2013 Notes tendered after the
Early Tender Date but before the applicable expiration date and
accepted for purchase will receive applicable the Tender Offer
Consideration, payable on the applicable settlement date, but
not the Early Tender Premium. Holders of the 2010 Notes that are
validly tendered at or prior to the applicable expiration date
and are accepted for purchase will receive the applicable Tender
Offer Consideration, payable on applicable settlement date.
Payments for securities purchased will include accrued and
unpaid interest from and including the last interest payment
date applicable to the relevant series of securities up to, but
not including, the applicable settlement date. The settlement
dates are expected to be one business day following the
applicable expiration dates of the tender offers.
If the aggregate principal amount for 2013 Notes that are
validly tendered exceeds the Maximum Tender Amount, Cytec will
accept for payment only such portion of the 2013 Notes that does
not result in an aggregate principal amount purchased that is
above the Maximum Tender Amount. As a result, assuming any 2010
Notes are accepted, all tendered 2010 Notes will be accepted for
purchase before any tendered 2013 Notes are accepted. After
accepting the 2010 Notes, if a portion of the Maximum Tender
Amount remains and is sufficient to allow us to accept some, but
not all of the validly tendered 2013 Notes, the amount of 2013
Notes purchased will be prorated based on the aggregate
principal amount of 2013 Notes validly tendered in the Maximum
Tender Offer, rounded down to the nearest integral multiple of
$1,000.
Tenders of the 2010 Notes and the 2013 Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on July 14,
2009, but may not be withdrawn thereafter.
Cytec has retained Citigroup Global Markets Inc., RBS Securities
Inc. and Wells Fargo Securities to serve as dealer managers for
the tender offers. Global Bondholder Services Corporation has
been retained to serve as the depositary and to serve as
information agent.
For additional information regarding the terms of the tender
offers, please contact: Citigroup Global Markets Inc. at (800)
558-3745 (toll free) or (212) 723-6106 (collect), RBS Securities
Inc. at (877)-297-9832 (toll free) or (203)-897-6145 (collect),
or Wells Fargo Securities at (866)-309-6316 (toll free) and
(704)-715-8341 (collect). Requests for documents and questions
regarding the tender of securities may be directed to Global
Bondholder Services Corporation at (866) 540-1500 (toll free) or
(212) 430-3774 (collect).
The Offer to Purchase and the related Letter of Transmittal are
expected to be distributed to holders beginning today. Copies of
the Offer to Purchase and the Letter of Transmittal related to
the tender offers may also be obtained at no charge from Global
Bondholder Services Corporation.
Neither Cytec, its board of directors, the information agent and
depositary nor the dealer managers make any recommendation as to
whether holders of the notes should tender or refrain from
tendering the notes.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The tender offers
are being made solely by means of the Offer to Purchase and the
related Letter of Transmittal. In any jurisdiction where the
laws require a tender offer to be made by a licensed broker or
dealer, the tender offers will be deemed to be made on behalf of
Cytec by the dealer managers, or one or more registered brokers
or dealers under the laws of such jurisdiction.
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained
herein, statements contained in this release may constitute
forward-looking statements. Achieving the results described in
these statements involves a number of risks, uncertainties and
other factors that could cause actual results to differ
materially, as discussed in Cytec’s filings with the Securities
and Exchange Commission.
Corporate Profile
Cytec Industries Inc. is a global specialty chemicals and
materials company focused on developing, manufacturing and
selling value-added products. Our products serve a diverse range
of end markets including aerospace, adhesives, automotive and
industrial coatings, chemical intermediates, inks, mining and
plastics. We use our technology and application development
expertise to create chemical and material solutions that are
formulated to perform specific and important functions in the
finished products of our customers.
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