SPSS to hold change-of-control tender offer for 2.5% convertibles

By Angela McDaniels

Tacoma, Wash., Sept. 16 - SPSS Inc. plans to hold a change-of-control tender offer for its 2.5% convertible subordinated notes due 2012, according to an 8-K filing with the Securities and Exchange Commission.

The company is being acquired by International Business Machines Corp. for $50 per share.

The tender offer for the convertibles will begin no earlier than Nov. 1, and the company will offer par plus accrued interest.

The notes will be convertibles from Sept. 18 until the day before the tender offer begins.

As a result of the merger, each $1,000 principal amount of notes will become convertible into the right to receive an amount of cash equal to $50 multiplied by the applicable conversion ratio, which is currently 21.3105.

In addition, holders who surrender their notes in connection with the merger will receive a make-whole premium in the form of an increase in the conversion ratio. The exact premium is dependent on when the merger closes. If it closes on Oct. 2 as expected, the increase will be 2.9738.

SPSS, located in Chicago, provides predictive analytics technology and services.

IBM, based in Armonk, N.Y., develops computer systems, software, storage systems and microelectronics.

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