STURTEVANT, Wis. - (Business Wire) JohnsonDiversey, Inc. (“JohnsonDiversey”) and JohnsonDiversey Holdings, Inc. (“JohnsonDiversey Holdings”) announced today the results to date of JohnsonDiversey’s previously announced cash tender offers for its outstanding euro-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AD4, ISIN Nos. US479269AD49, XS0153495907, XS0147085020) (the “Euro Notes”) and its outstanding dollar-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AB8, ISIN No. US479269AB82) (the “Dollar Notes”) and JohnsonDiversey Holdings’ previously announced cash tender offer for its outstanding 10.67% Senior Discount Notes due 2013 (CUSIP No. 47926PAB2, ISIN No. US47926PAB22) (the “Holdings Notes” and, together with the Euro Notes and the Dollar Notes, the “Notes”) and the related consent solicitations to amend the indentures under which the related Notes were issued. The tender offers and the consent solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 26, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent. As of 5:00 p.m., New York City time, on November 6, 2009 (the “Consent Deadline”), approximately €157.4 million of outstanding Euro Notes, or approximately 70.0% of the aggregate principal amount of Euro Notes outstanding, had been validly tendered and not withdrawn. Accordingly, JohnsonDiversey has received consents sufficient to approve the proposed amendments to the indenture governing the Euro Notes. JohnsonDiversey and the trustee for the Euro Notes will enter into a supplemental indenture containing the proposed amendments to the indenture governing the Euro Notes, which amendments will not become operative unless and until JohnsonDiversey accepts for purchase, and pays for, Euro Notes validly tendered in the applicable tender offer.
As of the Consent Deadline, approximately $112.6 million of outstanding Dollar Notes and approximately $99.4 million of outstanding Holdings Notes had been validly tendered and not withdrawn. Such amounts represent approximately 37.5% of the aggregate principal amount of Dollar Notes outstanding and 24.5% of the aggregate principal amount at maturity of Holdings Notes outstanding, respectively.
In accordance with the Offer to Purchase, each consent solicitation expired upon the Consent Deadline and withdrawal rights under each tender offer terminated upon the Consent Deadline. In this regard, Notes validly tendered at or prior to the Consent Deadline may no longer be withdrawn and consents delivered at or prior to the Consent Deadline may no longer be revoked.
Each tender offer remains open, and the expiration time of each tender offer remains midnight, New York City time, on Monday, November 23, 2009, unless extended or earlier terminated (such date and time with respect to a tender offer, the “Expiration Time”). Holders who validly tendered and did not validly withdraw their Notes by the Consent Deadline will be eligible to receive the applicable total consideration. The total consideration for each €1,000 principal amount of Euro Notes, each $1,000 principal amount of Dollar Notes and each $1,000 principal amount at maturity of Holdings Notes validly tendered and not validly withdrawn and accepted for payment pursuant to the applicable tender offer will be an amount equal to €1,018.54, $1,018.54 and $1,020.28, respectively.
Holders who validly tender their Notes after the Consent Deadline but at or prior to the Expiration Time will be eligible to receive €988.54 for each €1,000 principal amount of Euro Notes, $988.54 for each $1,000 principal amount of Dollar Notes and $990.28 for each $1,000 principal amount at maturity of Holdings Notes, representing the applicable total consideration less the applicable consent payment of €30.00 for each €1,000 principal amount of Euro Notes, $30.00 for each $1,000 principal amount of Dollar Notes and $30.00 for each $1,000 principal amount at maturity of Holdings Notes, as the case may be. In addition, holders whose Notes are accepted for payment in the applicable tender offer will be paid accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable payment date for Notes purchased.
Each of the tender offers remain subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) the consummation of certain transactions described in the Offer to Purchase and (2) the receipt by JohnsonDiversey of proceeds from one or more financings generating net proceeds sufficient to repurchase the Notes tendered.
Goldman, Sachs & Co. and Goldman Sachs International are acting as Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Persons with questions regarding the tender offers or the consent solicitations should contact Goldman, Sachs & Co. toll-free at (800) 828-3182 or collect at (212) 902-5183. Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offers and consent solicitations, at (212) 430-3774 (for banks and brokers) or (866) 952-2200 (for Noteholders).
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offers and consent solicitations are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that JohnsonDiversey and JohnsonDiversey Holdings are distributing to holders of Notes. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
ABOUT JOHNSONDIVERSEY
JohnsonDiversey Inc. is committed to a cleaner, healthier future. Its products, systems and expertise make food, drink and facilities safer and more hygienic for consumers and for building occupants. With sales into more than 175 countries, JohnsonDiversey is a leading global provider of commercial cleaning, sanitation and hygiene solutions. The company serves customers in the building management, lodging, food service, retail, health care, and food and beverage sectors. JohnsonDiversey is one of four separate companies controlled by the Johnson Family of Racine, Wisconsin, USA. www.johnsondiversey.com.
Forward-Looking Statements
This press release contains forward-looking statements about JohnsonDiversey and JohnsonDiversey Holdings, including statements regarding the payment of tender offer consideration, elimination of restrictive covenants in the indentures governing the Notes and the waiver of certain defaults thereunder. All forward-looking statements in this press release represent the judgment of JohnsonDiversey and JohnsonDiversey Holdings only as the date of this press release. Actual events may differ from current expectations based on a number of factors including completion of the tender offers and the receipt of consents sufficient to approve the proposed amendments to the indentures governing the Notes. Therefore, the reader is cautioned not to rely on these forward-looking statements. JohnsonDiversey and JohnsonDiversey Holdings disclaim any intent or obligation to update these forward-looking statements. Additional information concerning risk factors of JohnsonDiversey and JohnsonDiversey Holdings may be found in previous press releases issued by JohnsonDiversey and JohnsonDiversey Holdings and in their public periodic filings with the Securities and Exchange Commission.
JohnsonDiversey, Inc.
John Matthews, 262-631-2120
Senior Vice President, Corporate Affairs
john.matthews@johnsondiversey.com
