Standard Announces Pricing of Tender Offer and Consent Solicitation for 8% Senior Notes Due 2012, Series B
11 Maggio 2005 - 11:49PM
PR Newswire (US)
Standard Announces Pricing of Tender Offer and Consent Solicitation
for 8% Senior Notes Due 2012, Series B WILSON, N.C., May 11
/PRNewswire-FirstCall/ -- Standard Commercial Corporation
(NYSE:STW) announced today the pricing terms for its previously
announced cash tender offer to purchase any and all of its
outstanding $150.0 million aggregate principal amount of 8% Senior
Notes due 2012, Series B (CUSIP #853258AF8) (the "Notes"), and
solicitation of consents to proposed amendments to the indenture
governing the Notes. As of 10:00 a.m., New York City time, on May
11, 2005, the yield to maturity on the 3.375% U.S. Treasury Note
due February 15, 2008, the Reference Security for the Notes, was
3.74% and the Tender Offer Yield on the Notes was 4.24%. The Total
Consideration per $1,000 principal amount of the Notes validly
tendered prior to the consent payment deadline is $1,137.66, of
which $30.00 is the consent payment. Holders of the Notes tendering
their Notes after the consent payment deadline, but on or prior to
the expiration date, will receive the Tender Offer Consideration of
$1,107.66 per $1,000 principal amount of Notes validly tendered,
which does not include the $30.00 consent payment. In addition,
holders whose Notes are validly tendered and accepted for purchase
will receive accrued and unpaid interest from the last interest
payment date up to, but not including, the applicable payment date.
The tender offer is scheduled to expire at 12:01 a.m., New York
City time, on May 13, 2005, unless extended or earlier terminated.
The terms and conditions of the tender offer and the consent
solicitation are specified in, and qualified in their entirety by,
the Offer to Purchase for Cash and Consent Solicitation Statement,
dated March 8, 2005, and related materials distributed to holders
of the Notes, copies of which may be obtained from MacKenzie
Partners, Inc., the information agent for the tender offer and the
consent solicitation, at (800) 322-2885 (U.S. toll free) or (212)
929-5500 (collect). Standard has engaged Wachovia Securities and
Deutsche Bank Securities Inc. to act as the dealer managers and
solicitation agents in connection with the tender offer and consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to Wachovia Securities at (866)
309-6316 (U.S. toll free) or (704) 715-8341 (collect) and Deutsche
Bank Securities Inc. at (212) 250-7466 (collect). The tender offer
and the consent solicitation are being conducted in connection
with, and are subject to simultaneous completion of, the proposed
merger of Standard with and into DIMON Incorporated. DIMON will be
the surviving corporation, and simultaneously with the closing of
the merger, DIMON will change its name to Alliance One
International, Inc. The tender offer and the consent solicitation
are subject to the satisfaction of certain conditions, including
DIMON having entered into arrangements satisfactory to it with
respect to financing necessary to complete the tender offer, the
consent solicitation and the merger between DIMON and Standard, the
simultaneous closing of the merger and other customary conditions.
This announcement is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. The tender
offer is being made solely pursuant to the terms of the Offer to
Purchase for Cash and Consent Solicitation Statement, dated March
8, 2005, and the related Letter of Transmittal and Consent (as they
may be amended from time to time), and those documents should be
consulted for additional information regarding delivery procedures
and the terms and conditions of the tender offer and the consent
solicitation. Standard Commercial Corporation is the world's third
largest independent leaf tobacco merchant, with operations in more
than 30 countries. For more information on Standard, visit
Standard's website at http://www.sccgroup.com/ . Readers of this
news release should note that comments contained herein that are
not purely statements of historical fact may be deemed to be
forward- looking. Any such forward-looking statement is based upon
management's current knowledge and assumptions about future events.
Standard's actual results could vary materially from those expected
due to many factors, many of which Standard cannot control. These
include changes in the markets for financing necessary to
consummate the merger, failure of either DIMON or Standard to
satisfy conditions to the merger provided in the merger agreement,
changes in demand for and supply of leaf tobacco, weather and
shipping schedules, changes in general economic conditions,
political and terrorist risks and changes in government
regulations. Additional information on factors that may affect
management's expectations or Standard's financial results can be
found in Standard's filings with the Securities and Exchange
Commission, which are available at the SEC's Internet site (
http://www.sec.gov/ ). Interested parties may obtain a free copy of
the joint proxy statement/prospectus related to the proposed
merger, as well as other filings containing information about DIMON
and Standard, without charge at the SEC's Internet site (
http://www.sec.gov/ ). Copies of the joint proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to
Standard Commercial Corporation, 2201 Miller Road, P.O. Box 450,
Wilson, North Carolina 27894-0450, Attention: Investor Relations,
(252) 291 5507. DATASOURCE: Standard Commercial Corporation
CONTACT: Timothy S. Price of Standard Commercial Corporation,
+1-252-291-5507 Web site: http://www.sccgroup.com/
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