HOUSTON, Aug. 31, 2007 (PRIME NEWSWIRE) -- Pioneer Companies, Inc. (Nasdaq:PONR) announced today that it has mailed to the holders of its $120 million in aggregate principal amount of 2.75% Convertible Senior Subordinated Notes due 2027, a Notice of Convertibility required by Section 15.01(c) of the related indenture dated March 26, 2007. The Notice of Convertibility provides as follows:
PIONEER COMPANIES, INC.
2.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2027
CUSIP NUMBERS: 723643 AA0, 723643 AC6
NOTICE OF CONVERTIBILITY
Pioneer Companies, Inc., a Delaware corporation (the "Company"),
has issued 2.75% Convertible Senior Subordinated Notes due 2027
pursuant to an Indenture, dated as of March 26, 2007 (the
"Indenture"), between the Company and Wells Fargo Bank, National
Association, as trustee. Capitalized terms not defined herein have
the meanings assigned to such terms in the Indenture.
The Company hereby gives notice to all record holders of the
Notes pursuant to Section 15.01(c) of the Indenture, of the
occurrence of a Fundamental Change resulting from the closing of the
transactions contemplated by the Agreement and Plan of Merger dated
May 20, 2007, among the Company, Olin Corporation and Princeton
Merger Corp. ("Merger Sub"), pursuant to which Merger Sub has been
merged with and into the Company and each outstanding share of common
stock of the Company has been converted into the right to receive $35
per share in cash, effective as of August 31, 2007 (the "Merger").
As a result of the Merger, until the Designated Event Repurchase
Date set forth in the Company Repurchase Notice (which Company
Repurchase Notice will be delivered by Pioneer on or before the 10th
Business Day after the Merger), the Notes are convertible into cash
in the amount of $1,218.83 per $1,000 principal amount of Notes and
thereafter, at any time during which the conditions of Article 15 of
the Indenture are met, the Notes are convertible into cash in an
amount equal to $991.28 per $1,000 principal amount of Notes. The
Designated Event Repurchase Date will be designated by Pioneer on or
before September 17, 2007 and will be a Business Day which is not
less than 20 Business Days nor more than 35 Business Days after the
date of the Company Repurchase Notice related to the Merger.
In order to exercise the conversion right with respect to any
Note in certificated form, the Company must receive at the office or
agency of the Company maintained for that purpose, or at the option
of such holder, the Corporate Trust Office, such Note with the
original or facsimile of the form entitled "Conversion Notice" on the
reverse thereof, duly completed and manually signed, together with
such Notes duly endorsed for transfer, accompanied by the funds, if
any, required by Section 15.02 of the Indenture.
In order to exercise the conversion right with respect to any
interest in a Global Note, the beneficial holder must complete, or
cause to be completed, the appropriate instruction form for
conversion pursuant to the Depositary's book-entry conversion
program; deliver, or cause to be delivered, by book-entry delivery an
interest in such Global Note; furnish appropriate endorsements and
transfer documents if required by the Company or the Trustee or
conversion agent; and pay the funds, if any, required by Section
15.02 of the Indenture.
PIONEER COMPANIES, INC.
By: /s/ George H. Pain
--------------------------------
Name: George H. Pain
Title: Vice President and Secretary
Date: August 31, 2007