BMC Software, Inc.
06.09.2013 14:30
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HOUSTON, 2013-09-06 14:30 CEST (GLOBE NEWSWIRE) --
BMC Software, Inc. (Nasdaq:BMC) (the 'Company' or 'BMC Software') announced
today that it has extended the expiration date for its previously announced
tender offers (the 'Tender Offers') to purchase for cash any and all of its
issued and outstanding 4.25% Notes due 2022 (the '4.25% Notes') and 4.50% Notes
due 2022 (the '4.50% Notes' and, together with the 4.25% Notes, the 'Notes')
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement (the 'Statement') and the accompanying
Letter of Transmittal and Consent (the 'Letter of Transmittal'), each dated as
of July 18, 2013. The Tender Offers are being made in connection with the
Agreement and Plan of Merger, dated as of May 6, 2013, by and among the
Company, Boxer Parent Company Inc., a Delaware corporation ('Parent') and Boxer
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent
('Merger Sub'), as amended from time to time, pursuant to which Merger Sub will
be merged with and into the Company with the Company continuing as the
surviving corporation (such transaction, the 'Acquisition').
The Tender Offers, previously scheduled to expire at 5:00 p.m. New York City
time on August 15, 2013, and subsequently extended to expire at 5:00 p.m. New
York City time on September 5, 2013, will now expire at 5:00 p.m. New York City
time on September 9, 2013 (such time and date, as may be extended, the
'Expiration Date'). The Tender Offers remain subject to all previously
announced terms and conditions.
As of 5:00 p.m., New York City time, on September 5, 2013, $453,809,000
aggregate principal amount of 4.25% Notes, representing 90.76% of the 4.25%
Notes, were tendered and $270,274,000 aggregate principal amount of 4.50%
Notes, representing 90.09% of the 4.50% Notes, were tendered.
This press release constitutes an amendment to the Statement and Letter of
Transmittal. Except as set forth herein, the complete terms and conditions of
the Tender Offers remain the same as set forth in the Statement and Letter of
Transmittal previously distributed to eligible holders of the Notes.
Holders of the Notes may obtain copies of the Statement and the related Letter
of Transmittal from the Information Agent and Tender Agent, D.F. King and Co.,
Inc., at (212) 269-5550 (collect, for banks and brokers only) and (800)
967-4604 (toll free).
This press release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of tenders or
consents with respect to, any security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer, solicitation or
sale would be unlawful. The Tender Offers will only be made pursuant to the
terms of the Statement and the related Letter of Transmittal.
BMC Software. IT innovation drives business transformation.
For more than 30 years, BMC has helped thousands of companies around the world
master IT complexity. From mainframe to mobile, from the back room to the
boardroom, BMC delivers the automation, integration, and sophistication that
enable the business and IT to perform like never before. To learn more, visit
bmc.com.
BMC, BMC Software, and the BMC Software logo are the exclusive properties of
BMC Software Inc., are registered with the U.S. Patent and Trademark Office,
and may be registered or pending registration in other countries. All other BMC
trademarks, service marks, and logos may be registered or pending registration
in the U.S. or in other countries. All other trademarks or registered
trademarks are the property of their respective owners. (c) Copyright 2013 BMC
Software, Inc.
Additional Information and Where to Find It
Investors and security holders may obtain a free copy of documents filed by BMC
Software with the SEC at the SEC's website at http://www.sec.gov. In addition,
investors and security holders may obtain a free copy of BMC Software's filings
with the SEC from BMC Software's website at http://investors.bmc.com/sec.cfm or
by directing a request to: BMC Software, Inc., 2101 CityWest Blvd., Houston,
Texas 77042-2827, Attn: Investor Relations, (713) 918-1805.
Forward-Looking Statements
Statements about the expected timing, completion and effects of the Tender
Offers and all other statements herein, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements speak only as
of the date hereof and are based on current expectations and involve a number
of assumptions, risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
represent the Company's views as of the date on which such statements were
made. The Company anticipates that subsequent events and developments may cause
its views to change. However, although the Company may elect to update these
forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company's views as of any date subsequent to
the date hereof. Additional factors that may affect the business or financial
results of the Company are described in the risk factors included in the
Company's filings with the SEC, including the Company's 2013 Annual Report on
Form 10-K and later filed quarterly reports on Form 10-Q and Current Reports on
Form 8-K, which factors are incorporated herein by reference. The Company
expressly disclaims a duty to provide updates to forward-looking statements,
whether as a result of new information, future events or other occurrences.
CONTACT: Mark Stouse, Global Communications
Mobile 281-468-1608
mark_stouse@bmc.com
Derrick Vializ, Investor Relations
Office 713-918-1805
derrick_vializ@bmc.com
News Source: NASDAQ OMX
06.09.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
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Language: English
Company: BMC Software, Inc.
United States
Phone:
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ISIN: US0559211000
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End of Announcement DGAP News-Service
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DGAP-News: BMC Software Extends Cash Tender Offers for Its 4.25% Notes Due 2022 and 4.50% Notes Due 2022
| Source: EQS Group AG