Corning Incorporated (NYSE: GLW) announced today that, pursuant
to its previously announced cash tender offer, $74,681,000 million
in aggregate principal amount of debentures subject to the cash
tender offer were validly tendered and not validly withdrawn before
5 p.m. New York City time on Thursday, Nov. 8, 2012, the Early
Tender Date for the tender offer, according to information provided
by D.F. King & Co., the depositary for the tender offer, as
more fully set forth below.
Title of Security
AcceptancePriorityLevel
Aggregate PrincipalAmount
Outstanding
Principal AmountTendered
Approximate Percentage
ofOutstanding Amount Tendered
8.875% Debentures due August 15, 2021 1
$ 75,000,000 $13,095,000 17.46% 8.875% Debentures due March 15,
2016 2 $ 75,000,000 $10,729,000 14.31% 6.75% Debentures due
September 15, 2013 3 $100,000,000
$50,857,000
50.86%
Aggregate Total Tender Offer Securities(1) $250,000,000 $74,681,000
29.87%
(1) The maximum aggregate principal amount of debentures that
will be purchased by Corning is $75,000,000.
Corning will accept for payment only $75.0 million aggregate
principal amount of debentures. Tendered debentures will be
accepted in the order of the Acceptance Priority Levels set forth
in the table above. Validly tendered debentures remain subject to
proration according to the terms set forth in the Offer to
Purchase, dated Oct. 26, 2012.
Holders of debentures subject to the tender offer who validly
tendered and did not validly withdraw their debentures before the
Early Tender Date are eligible to receive the total consideration,
which includes an Early Tender Premium of $30 per $1,000 principal
amount of debentures tendered by such holders that are accepted for
purchase. Holders of debentures subject to the tender offer who
validly tender their debentures after the Early Tender Date will
receive the tender consideration, which is the total consideration
minus $30 per $1,000 principal amount of debentures tendered by
such holders that are accepted for purchase. In addition to the
total consideration or the tender consideration, as applicable,
accrued interest up to, but not including, the settlement date will
be paid in cash on all validly tendered notes accepted in the
tender offer. The settlement will follow promptly after the
expiration date and currently is expected to be Tuesday, Nov. 27,
2012. Debentures tendered pursuant to the tender offer may no
longer be withdrawn, unless otherwise required by law.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on Nov. 26, 2012, unless extended. The terms and
conditions of the tender offer, including the conditions of
Corning’s obligation to accept the debentures tendered and to pay
the total consideration or the tender offer consideration, as
applicable, plus accrued and unpaid interest, are set forth in the
Offer to Purchase dated Oct. 26, 2012 and the related Letter of
Transmittal. The tender offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offer to Purchase.
The condition that Corning consummate financing arrangements prior
to the expiration date as described in the Offer to Purchase has
been satisfied by Corning’s completion of its previously announced
note offering.
Corning has retained J.P. Morgan Securities LLC to serve as
Dealer Manager for the tender offer and has retained D.F. King
& Co., Inc. to serve as information agent and tender agent for
the tender offer. The Colbent Corporation is the Certificated Notes
Depositary for debentures tendered by physical delivery.
Requests for documents relating to the tender offer may be
directed to D.F. King & Co., Inc. by telephone at (212)
269-5550 or (800) 967-4607 or in writing at 48 Wall St., 22nd
Floor, New York, NY 10005. Questions regarding the tender offer may
be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-4811 (collect).
This press release is not a tender offer to purchase or a
solicitation of a tender offer, which may be made only pursuant to
the terms of the Offer to Purchase. In any jurisdiction where the
laws require the tender offer to be made by a licensed broker or
dealer, the tender offer will be deemed made on behalf of Corning
Incorporated by J.P. Morgan Securities LLC, or one or more
registered brokers or dealers under the laws of such
jurisdiction.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” (within
the meaning of the Private Securities Litigation Reform Act of
1995), which are based on current expectations and assumptions
about Corning’s financial results and business operations, that
involve substantial risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties
include: the effect of global political, economic and business
conditions; conditions in the financial and credit
markets; currency fluctuations; tax rates; product demand
and industry capacity; competition; reliance on a concentrated
customer base; manufacturing efficiencies; cost reductions;
availability of critical components and materials; new product
commercialization; pricing fluctuations and changes
in the mix of sales between premium and non-premium
products; new plant start-up or restructuring costs;
possible disruption in commercial activities due to terrorist
activity, armed conflict, political or financial instability,
natural disasters, adverse weather conditions, or major health
concerns; adequacy of insurance; equity company activities;
acquisition and divestiture activities; the level of excess or
obsolete inventory; the rate of technology change; the ability to
enforce patents; product and components performance issues;
retention of key personnel; stock price fluctuations; and adverse
litigation or regulatory developments. These and
other risk factors are detailed in Corning’s filings
with the Securities and Exchange Commission. Forward-looking
statements speak only as of the day that they are made, and Corning
undertakes no obligation to update them in light of new information
or future events.
About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in
specialty glass and ceramics. Drawing on more than 160 years of
materials science and process engineering knowledge, Corning
creates and makes keystone components that enable high-technology
systems for consumer electronics, mobile emissions control,
telecommunications and life sciences. Our products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control systems;
optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug discovery;
and other advanced optics and specialty glass solutions for a
number of industries including semiconductor, aerospace, defense,
astronomy, and metrology.
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