ProMOS' convertible tender closing delayed further; bondholders given second put right

By Angela McDaniels

Tacoma, Wash., April 21 - ProMOS Technologies Inc. said it is making progress but has not yet been able to close the tender offer for its $350 million of zero-coupon convertible bonds due 2012.

The company is continuing to work with some of its syndicate banks on final ratification of the loans and expects to complete the drawdown and settlement within one week, according to a company news release.

Because the tender offer did not settle by April 17, the bondholders are entitled to a second put right on May 29. This put right, however, will be extinguished once the tender offer settles and the tendered bonds are repurchased.

"The company would urge bondholders to be patient and accept the new expected settlement date as the best available alternative," the release stated.

The tender offer began on Feb. 19 and expired on March 27. Holders will receive $250 per $1,000 principal amount of convertibles.

By tendering, holders were deemed to have revoked the right to put the convertibles on Feb. 14. ProMOS said 97.4% of the convertibles had been put.

ProMOS announced on March 30 that it had received an 80.34% response in the tender offer.

The total includes convertibles tendered, convertibles for which previously exercised puts were revoked and the convertibles not tendered, and convertibles for which the puts were not exercised and the convertibles not tendered.

Excluded is the 12% of the convertibles held by banks in ProMOS' lending syndicate.

The offer was expected to settle April 3 but was delayed in order to give the company's syndicate banks time to "further assess recent developments at the company and the DRAM industry," according to a previous new release.

Funding for the tender will come from the new NT$3 billion syndicated loan facility arranged by Bank of Taiwan and secured against assets with a book value of NT$15 billion.

The dealer manager is Citigroup Global Markets Inc. (call Pamela Yeung at +852 2501 2695 or Timothy Wee at +852 2501 2134 or e-mail promos.tender.offer@citi.com). The information and tender agent is Bank of New York Mellon (fax 44 20 7964 6369 / 65 6883 0338 or e-mail gtsaprm@bnymellon.com with copy to gtsapta@bnymellon.com).

ProMOS is a Hsin-chu, Taiwan-based chipmaker.

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