Welltec Launches Cash Tender Offer

Alleroed, DENMARK

Welltec Launches Cash Tender Offer

Allerød, Denmark (September 27, 2021) — Welltec A/S (we, us, our or Welltec) announced today that it has commenced a cash tender offer (Tender Offer), subject to certain terms and conditions, to purchase any and all of its 9.500% Senior Secured Notes due 2022 (Securities).

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on October 13, 2021 (such date and time, as it may be extended by us, the Expiration Date). The terms and conditions of the Tender Offer are described in an Offer to Purchase dated September 27, 2021 (Offer to Purchase). Holders of the Securities are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer.

The following table summarizes the pricing terms of the Tender Offer:

Title of Security CUSIP / ISIN Nos. Outstanding Principal Amount Consideration (1)
9.500% Senior Secured Notes due 2022 950399AB1 / US950399AB10
(Rule 144A)
 $340,000,000 $1,012.14
  K9897UAB4 / USK9897UAB46
(Reg. S)

(1)   Per $1,000 principal amount of Securities and excluding accrued and unpaid interest thereon from the applicable interest payment date up to, but not including, the date of payment of the Consideration.

The Tender Offer is not conditioned upon any minimum amount of Securities being validly tendered. Our obligation to accept for payment and to pay for the Securities in the Tender Offer is subject to the satisfaction or waiver of a number of conditions as described in the Offer to Purchase, including the consummation by Welltec International ApS, our parent company, of a concurrent notes offering on terms satisfactory to it (the Financing Transaction). There can be no assurance that Welltec International ApS will complete the concurrent notes offering or that the other conditions to the Tender Offer will be satisfied. We reserve the right, subject to applicable law, to waive any one or more of the conditions with respect to the Tender Offer at any time.

Upon consummation of the Tender Offer, we intend to satisfy and discharge the indenture governing the Securities, and, in connection therewith, issue a redemption notice with respect to the Securities that are not validly tendered and accepted for payment in the Tender Offer (the Post-Closing Redemption) in accordance with the applicable provisions in the indenture governing the Securities. The Securities not tendered in the Tender Offer will be redeemed on December 1, 2021 at a price of 100.000% of the aggregate principal amount thereof plus accrued and unpaid interest. This release does not constitute a notice of redemption of the Securities.

Holders must validly tender and not subsequently validly withdraw their Securities at or prior to the Expiration Date in order to be eligible to receive the Consideration for such Securities purchased in the Tender Offer.

The Settlement Date will be determined at our option and is currently expected to occur on October 15, 2021.

As described in the Offer to Purchase, tendered Notes may be withdrawn at any time before the earlier of (i) the expiration time of the Tender Offer and (ii) if the Tender Offer is extended, the 10th New York business day after the commencement of the Tender Offer. Notes tendered pursuant to the Tender Offer may also be withdrawn at any time after the 60th New York business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 New York business days of commencement.

As described in the Offer to Purchase, a Holder that has validly tendered, or indicated its firm intention to tender, its Notes for purchase pursuant to the Tender Offer and wishes to subscribe for new notes under the Financing Transaction in addition to tendering Notes for purchase pursuant to the Tender Offer may, after having made a separate application for the purchase of such new notes to the Dealer Manager (in its capacity as an initial purchaser in the offering of new notes or an affiliate thereof), at the sole and absolute discretion of the Company, receive priority in the allocation of the new notes, subject to the issuance of the new notes.

We have engaged Morgan Stanley & Co. International plc to act as the Dealer Manager and D.F. King & Co., Inc. to act as Information and Tender Agent in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. International plc at +44 20 7677 5040 or +1 800 624 1808 (toll free) or +1 (212) 761 1057 (collect) or by email at liabilitymanagementeurope@morganstanley.com. Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 800.820.2416 (toll free) or 212.269.5550 (collect) or by email at welltec@dfking.com, and copies of the Offer to Purchase may be obtained at www.dfking.com/welltec.

Welltec is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. None of Welltec, our board of directors, the Dealer Manager, the Information and Tender Agent is making any recommendation as to whether holders should tender any Securities in the Tender Offer. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender. The Tender Offer is not being made to holders of Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of us by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This news release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

About Welltec
Welltec® is a global technology company that develops and provides efficient, hi-tech solutions for the energy industry.
The company was founded in 1994 and grew rapidly by supplying innovative robotic technology to oil and gas operators. In 2010, Welltec introduced a new business segment focused on the development of Completion products. Commercialization of these products began in 2014, and the company is now a global leader in the field of metal expandable packer technology. Welltec’s cutting-edge products and services are designed to optimize the performance and integrity of a well, in any environment.

Through advanced engineering and lightweight design, Welltec’s solutions have helped clients increase operational efficiency and reduce carbon footprints in a safe and sustainable way for more than 25 years.

Forward-Looking Statements
In addition to historical information, this news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. From time to time, we provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using the words “believes,” “estimates,” “aims,” “targets,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “ongoing,” “potential,” “product,” “projects,” “guidance,” “seeks,” “may,” “will,” “could,” “would,” “should” or, in each case, their negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this news release, those results or developments may not be indicative of results or developments in subsequent periods.

All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. We undertake no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date they are or were made, and we do not intend to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this news release, currently unknown facts or conditions or the occurrence of unanticipated events, except as required by law.

Søren Søgaard Suhr, CFO
Cell: +45 2034 0488
E-mail: ssuhr@welltec.com