SAO PAULO, Nov. 12, 2010 /PRNewswire via COMTEX/ -- DASA Finance Corporation ("DASA Finance") announced today that it has commenced a cash tender offer and consent solicitation for any and all of its outstanding 8.75% Senior Notes due 2018 (the "Notes"). The offer will expire at midnight, New York City time, on December 15, 2010, unless extended or earlier terminated (the "Expiration Date").
DASA Finance will conduct the tender offer and consent solicitation in accordance with terms and conditions described in its Offer to Purchase and Consent Solicitation (the "Offer to Purchase") dated November 12, 2010. Holders who tender their Notes and deliver consents on or prior to midnight, New York City time, on December 1, 2010 (the "Early Tender Deadline") and who do not withdraw their Notes prior to the Early Tender Deadline will be eligible to receive the total consideration equal to US$1,150.00 per US$1,000 principal amount, which includes an early tender premium of US$30.00 per US$1,000 original principal amount (the "Early Tender Premium"), plus accrued and unpaid interest to the date of payment. Holders who tender their Notes and deliver consents after the Early Tender Deadline but on or prior to the Expiration Date, will not receive the Early Tender Premium, but will receive the purchase price equal to US$1,120.00 per $1,000 principal amount plus accrued and unpaid interest to the date of payment.
In conjunction with the tender offer, DASA Finance is soliciting consents to the adoption of certain proposed amendments to the indenture governing the Notes.
The purpose of the proposed amendments is to eliminate substantially all restrictive covenants contained in the indenture, thereby affording DASA Finance additional financial and operational flexibility. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer.
The offer is conditioned upon, among other things, DASA Finance receiving: (i) validly executed and not validly revoked consents to the proposed amendments from holders representing at least a majority in aggregate principal amount of Notes outstanding (excluding any Notes owned by DASA Finance and its affiliates) and (ii) funds necessary for the purchase of validly tendered Notes through lines of credit, on terms satisfactory to DASA Finance, from affiliates of Itau BBA USA Securities, Inc. Holders who validly tender the Notes and deliver consents will have withdrawal rights only until the Early Tender Deadline, unless DASA Finance materially modifies the terms of the offer as described in the Offer to Purchase.
Itau BBA USA Securities, Inc. is acting as the Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. is acting as the Depositary and Information Agent. Questions may be directed to the Dealer Manager at 1-888-770-4828 (toll free) or 1 (212) 710-6749 (collect). Requests for documents should be directed to the Information Agent at 1-800-967-4617 (toll free) or 1-212-269-5550 (banks and brokers).
DASA Finance is an exempted company incorporated under the laws of the Cayman Islands. The Notes are fully and unconditionally guaranteed by Diagnosticos da America S.A. ("DASA"), a corporation (sociedade por acoes) organized under the laws of the Federative Republic of Brazil. DASA operates over 300 service centers in Brazil where patients obtain diagnostic tests and offers over 3,000 clinical analysis and imaging tests.
The executive offices of DASA are located at Avenida Jurua, 434, Alphaville, Barueri, Sao Paulo, Brazil, and its telephone number is +55 11 4197-5500. Its website is www.diagnosticosdaamerica.com.br. DASA is registered with the Brazilian Securities Commission (Comissao de Valores Mobiliarios), or CVM, as a publicly held company (companhia aberta). DASA files annual, interim and other reports with the CVM and these reports are available at http://www.cvm.gov.br.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL THE NOTES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT.
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