LISLE, Ill., March 6, 2024 /PRNewswire/ — Molex Electronic Technologies, LLC (“Molex” or the “Issuer”) announced today that it has priced the previously announced cash tender offer for any and all of the Issuer’s 3.900% Senior Notes due 2025 (Rule 144A CUSIP No.: 60856BAC8; Regulation S CUSIP No.: U60791AB3) (the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 29, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). The tender offer is referred to herein as the “Offer.” The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein, collectively, as the “Offer Documents.”
Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.
Title of
Security
CUSIP
Numbers
Principal
Amount
Outstanding
U.S.
Treasury
Reference
Security
Bloomberg
Reference
Page
Reference
Yield
Fixed Spread
Tender Offer
Consideration (1),(2)
3.900%
Senior Notes
due 2025
Rule 144A:
60856BAC8
Regulation S:
U60791AB3
$500,000,000
4.625% U.S.
Treasury due
February 28,
2026
FIT1
4.537 %
+145 bps
$977.94
(1)
Per $1,000 principal amount.
(2)
The Tender Offer Consideration is calculated on the basis of pricing for the U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on March 6, 2024.
Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Time (as defined below) in order to be eligible to receive the Tender Offer Consideration (as defined below). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the Notes. The Issuer expects the Settlement Date to occur on March 7, 2024. Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Time, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
The Offer will expire today at 5:00 p.m., New York City time, unless extended or earlier terminated as described in the Offer Documents (such time and date, as it may be extended, the “Expiration Time”). Holders must validly tender their Notes, by following the procedures described in the Offer to Purchase, at or prior to the Expiration Time and not validly withdraw their Notes to be eligible to receive the Tender Offer Consideration and accrued and unpaid interest, if any, as described above and in the Offer Documents.
The Issuer’s obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Issuer’s discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully.
The “Tender Offer Consideration” listed in the table above for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer Documents by reference to the fixed spread for the Notes plus the yield to maturity on the U.S. Treasury Reference Security specified in the table above based on the bid-side price of the U.S. Treasury Reference Security as quoted on the Bloomberg reference page specified in the table above at 2:00 p.m., New York City time, on March 6, 2024, unless extended. None of the Issuer, the dealer managers, the information agent, the tender agent, the trustee for the Notes, or any of their respective affiliates, makes any recommendation as to whether holders should tender Notes in response to the Offer. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, as to what principal amount of Notes to tender.
The Issuer has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and information agent for the Offer. The Issuer has retained SMBC Nikko Securities America, Inc. (“SMBC Nikko”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”) as the dealer managers for the Offer.
Holders who would like additional copies of the Offer Documents may call or email the information agent, D.F. King, at (800) 290-6432 or molex@dfking.com. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/molex. Questions regarding the terms of the Offer should be directed to SMBC Nikko at (888) 284-9760 (toll-free) or via the email address liabilitymanagement@smbcnikko-si.com or Wells Fargo Securities at (704) 410-4759 (collect) or (866) 309-6316 (toll-free) or via the email address liabilitymanagement@wellsfargo.com.
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such state or jurisdiction. In any state or jurisdiction in which the securities laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC or one or more registered brokers or dealers that are licensed under the laws of such state or jurisdiction.
About Molex
Molex is a global electronics leader committed to making the world a better, more connected place. With a presence in more than 40 countries, Molex enables transformative technology innovation in the automotive, healthcare, 5G, cloud and consumer device industries. Through trusted customer and industry relationships, unrivaled engineering expertise, and product quality and reliability, Molex realizes the infinite potential of Creating Connections for Life.
Forward-Looking Information
This press release may contain “forward-looking” statements within the meaning of the federal securities laws of the United States that are based on Molex’s current expectations, estimates and projections about future events and financial trends affecting Molex. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “may,” “plan,” “should,” “will” or similar expressions. Forward-looking statements are inherently subject to risks and uncertainties, many of which Molex cannot predict with accuracy and some of which Molex might not even anticipate. Although Molex believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, Molex can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements and Molex undertakes no obligation to update or supplement any forward-looking statements.
The areas of risk that may affect these expectations, estimates and projections include, but are not limited to: the consummation of the Offer; prolonged economic downturn or economic uncertainty; loss of market share by customers or the significant reduction in revenue from large volume customers; pressure to reduce selling prices; volatility in prices of commodity materials; intense market competition; dependency on new products; challenges in manufacturing; industry consolidation; dependency on key employees and competition in hiring and retaining qualified employees; changes in other significant operating expenses; reliance on intellectual property rights; breach of information technology systems; decline in the market value of Molex’s pension plans’ investment portfolios; exposure to income tax rate fluctuations and additional tax liabilities; volatility of foreign currency exchange rates; adverse outcomes in litigation proceedings; and breach of covenants in the indentures governing Molex’s senior notes.
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SOURCE Molex Electronic Technologies, LLC
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