Anima begins cash tender offer for up to €30 million of 1.75% notes

By Sarah Lizee

Olympia, Wash., May 22 – Anima Holding SpA announced a cash tender offer for up to €30 million of its €300 million 1.75% notes due 2026 (ISIN: XS2069040389).

The company said the purpose of the offer is to proactively manage its outstanding debt profile and to provide liquidity to current holders of the notes.

Notes purchased under the offer are expected to be canceled and will not be reissued or resold.

The purchase price will be determined under a modified Dutch auction procedure.

The purchase price will not be less than 90% and will represent the lowest price that will enable the company to purchase an aggregate nominal amount of the notes which equals the acceptance amount, and will either be the minimum purchase price or an increment of 0.1% above the minimum purchase price.

The purchase price will apply to all notes that are accepted for purchase, irrespective of the offer price specified in the relevant tender instruction.

The company will also pay accrued interest up to but excluding the settlement date.

Tender instructions may be submitted prior to the expiration deadline in the form of either a non-competitive tender instruction or a competitive tender instruction.

A non-competitive tender instruction is a tender instruction that does not specify an offer price or specifies an offer price lower than or equal to the minimum purchase price.

Each non-competitive tender instruction will be deemed to have specified the minimum purchase price.

The company will accept all non-competitive tender instructions if it accepts any competitive tender instructions.

A competitive tender instruction is a tender instruction that specifies an offer price that is higher than the minimum purchase price, that the relevant noteholder would be willing to accept as the purchase price and the nominal amount of the notes that the relevant noteholder is tendering at that offer price.

All validly submitted non-competitive tender instructions will be accepted first, all validly submitted competitive tender instructions that specify offer prices lower than the purchase price will be accepted second, and all validly submitted competitive tender instructions that specify offer prices equal to the purchase price will be accepted third.

Tendered notes may be subject to pro rata scaling.

Notes offered for purchase at an offer price higher than the purchase price will not be accepted for purchase.

In order to participate, noteholders must validly tender their notes for purchase by delivering valid tender instructions by 11 a.m. ET on May 29.

Settlement is expected for June 4.

Tender instructions will be irrevocable except in limited circumstances.

Tender instructions must be submitted in minimum amounts of no less than €100,000, and may be submitted in integral multiples of €1,000 onwards.

The dealer managers are Merrill Lynch International (+44 20 7996 5420, DG.LM-EMEA@bofa.com) and Banca Akros Spa – Gruppo Banco BPM (+39 02 4344 5203, dcm@bancaakros.it), and the tender agent is Lucid Issuer Services Ltd. (+39 02 4344 5203, dcm@bancaakros.it).

Anima Holding provides asset management services and is based in Milan.

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