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Aptalis Pharma Inc. Announces Receipt of Requisite Consents to Amend Indenture Governing Its 12 3/4% Senior Notes, Entry Into Supplemental Indenture, Amendment of Its Senior Secured Credit Facilities, Settlement of 12 3/4% Senior Notes Tendered and Redemption of All Outstanding 12 3/4% Senior Notes


Apr 18, 2012 - 10:27 ET

BRIDGEWATER, NJ--(Marketwire - Apr 18, 2012) - Aptalis Pharma Inc. (the "Company") today announced that as of 5:00 p.m., New York City time, on April 17, 2012 (the "Consent Deadline"), it had received tenders and consents from the holders of approximately $157,442,000, or 80.7%, of the aggregate principal amount of its 12 3/4% Senior Notes due 2016 (CUSIP No. 05454RAG5) (the "Notes"), in connection with its previously announced tender offer and consent solicitation for the Notes (the "Offer"), which commenced on April 4, 2012, and is described in the Offer to Purchase and Consent Solicitation Statement dated April 4, 2012 (the "Offer to Purchase").

Pursuant to the terms of the Offer to Purchase, the Company has accepted for payment all Notes validly tendered (and not validly withdrawn) prior to the Consent Deadline, and holders who tendered such Notes will receive $1,071.25 per $1,000 in principal amount of Notes validly tendered, plus accrued and unpaid interest on such Notes up to, but not including, the payment date for such Notes, which is expected to be today. Subject to satisfaction or waiver of certain conditions set forth in the Offer to Purchase, any holder who tenders Notes after the Consent Deadline but prior to the expiration of the Tender Offer at 12:00 midnight, New York City time, on May 1, 2012, or prior to the time and date specified in any extension of such time and date, will receive $1,041.25 per $1,000 in principal amount of any such Notes validly tendered, plus accrued and unpaid interest up to, but not including, the payment date for any such Notes.

Based on the consents received, the Company and the trustee under the indenture governing the Notes (the "Indenture") have entered into a supplemental indenture (the "Supplemental Indenture") that eliminates substantially all of the affirmative and restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due) and certain events of default and related provisions under the Indenture. In addition, the Company intends today to discharge its remaining obligations under the Indenture, as amended by the Supplemental Indenture, by causing to be delivered a notice of redemption to holders of the remaining Notes and depositing in trust funds sufficient to pay and discharge all remaining indebtedness on the Notes, including accrued and unpaid interest.

The Company will use cash on hand, together with borrowings under a new tranche of term loans pursuant to an amendment to the Company's senior secured credit facilities effective as of the date hereof, to fund payments to holders who validly tendered their Notes prior to the Consent Deadline and to fund the repurchase, redemption or other retirement of the remaining Notes.

BofA Merrill Lynch is acting as the dealer manager and solicitation agent for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect). Requests for copies of the Offer to Purchase, Letter of Transmittal or other Offer materials may be directed to D. F. King & Co., Inc., the information agent and tender agent, at (800) 488-8095 (toll-free) or (212) 269-5550 (banks and brokers).

This press release is not an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities, "blue sky" or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in the Offer to Purchase. We take no responsibility for, and can provide no assurance as to, the reliability of any other information that other persons may give you. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the related Consent and Letter of Transmittal. Neither the Company nor any of its representatives or agents makes any recommendation in connection with the Offer.

About Aptalis
Aptalis Pharma® Inc. is a privately held, leading specialty pharmaceutical company providing innovative, effective therapies for unmet medical needs, including cystic fibrosis and gastrointestinal disorders. Aptalis has manufacturing and commercial operations in the United States, the European Union and Canada, and its products include ZENPEP®, CANASA®, CARAFATE®, PYLERA®, LACTEOL®, DELURSAN®, PANZYTRAT®, RECTIV® and SALOFALK®. Aptalis also formulates and clinically develops enhanced pharmaceutical and biopharmaceutical products for itself and others using its proprietary technology platforms, including bioavailability enhancement of poorly soluble drugs, custom release profiles and taste-masking/orally disintegrating tablet (ODT) formulations. For more information, visit www.aptalispharma.com.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements that express plans, anticipations, intents, contingencies, goals, targets for future development and/or otherwise are not statements of historical fact. The words "expects," "potentially," "anticipates," "could," "calls for," "seek" and similar expressions also identify forward-looking statements. These statements are based upon the Company's current expectations and are subject to risks and uncertainties that could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include the Company's financial results, other developments in the Company's business, conditions in the debt markets and market conditions generally and any other risks set forth in the Company's filings with the SEC, including the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, in each case together with all amendments thereto. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this press release are made as of this date, and, other than as required by applicable law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.



FOR FURTHER INFORMATION PLEASE CONTACT:
Steve Gannon
Senior Vice President, Chief Financial Officer and Treasurer
Aptalis Pharma
(450) 467-5138
Email Contact