Sybron Dental Specialties Announces Early Results…
NEWPORT BEACH, CA – (June 7, 2006) – Sybron Dental Specialties, Inc. (the “Company”) announced today the pricing terms of its previously announced tender offer and consent solicitation (the “Offer”) for any and all of its outstanding $150,000,000 aggregate principal amount of 8-1/8% Senior Subordinated Notes due 2012 (CUSIP No. 871142AB1) (the "Notes") pursuant to the Offer to Purchase and Consent Solicitation Statement dated May 23, 2006. In addition, the Company announced today that as of 5:00 p.m., New York City time, on June 6, 2006 (the “Consent Payment Deadline”), which was the deadline for holders to tender their Notes in order to receive the consent payment in connection with the Offer, it had received tenders and consents from holders of $148.4 million in aggregate principal amount of the Notes, representing approximately 98.9% of the total outstanding principal amount of the Notes.
The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the Consent Payment Deadline is $1,062.44, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield of the 3-1/2% U.S. Treasury Note due May 31, 2007, which was calculated at 2:00 p.m., New York City time, on June 6, 2006. The reference yield and tender offer yield are 5.086% and 5.586%, respectively. Holders whose Notes are validly tendered and not withdrawn on or before the Consent Payment Deadline and are accepted for purchase by the Company will receive accrued and unpaid interest on the Notes up to, but not including, the payment date for the Offer, which is expected to be on June 21, 2006.
Holders whose Notes are validly tendered after the Consent Payment Deadline, but on or prior to 12:00 midnight, New York City time, on June 20, 2006 (the “Expiration Date”) and accepted for purchase by the Company will receive the tender offer consideration of $1,032.44 per $1,000 principal amount of Notes tendered, but will not receive the consent payment, and will receive accrued and unpaid interest on the Notes up to, but not including, the payment date for the Offer. This press release constitutes the announcement of the pricing terms of the tender offer and consent solicitation as described in the Offer to Purchase and Consent Solicitation Statement.
Furthermore, the amount tendered constitutes a majority in principal amount of the outstanding Notes and thus represents a sufficient number of consents required to approve certain amendments to the indenture governing the Notes. The supplemental indenture effecting the proposed amendments, as described in the Offer to Purchase and Consent Solicitation Statement, to the indenture governing the Notes will be executed promptly and the amendments of the indenture will become effective upon acceptance by the Company of the Notes tendered for purchase.
The tender offer remains open and is scheduled to expire on the Expiration Date, unless extended.
The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement of the Company dated May 23, 2006, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the offer, at (212) 430-3774 (collect) or (866) 873-5600 (U.S. toll-free). Banc of America Securities LLC is the exclusive dealer manager and solicitation agent for the tender offer and consent solicitation. Additional information concerning the tender offer and consent solicitation may be obtained by contacting Banc of America Securities LLC, High Yield Special Products, at (704) 388-4813 (collect) or (888) 292-0070 (U.S. toll-free)
This press release does not constitute an offer to sell or a solicitation of an offer to buy any Notes or other securities, nor shall there be any sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is also not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes or other securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated May 23, 2006.
BUSINESS DESCRIPTION
Sybron Dental Specialties, a subsidiary of Danaher Corporation, is a leading manufacturer of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession.
About Danaher
Danaher (NYSE:DHR), based in Washington. D.C., is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our portfolio of premier brands is among the most highly recognized in each of the markets we serve. Driven by strong core values and a foundation provided by the Danaher Business System, our 50,000 associates serve customers in more than 125 countries and generated $12.7 billion of revenue in 2008. For more information please visit our website: www.danaher.com.
