ProMOS approved for loan necessary to close delayed tender offer for 0% convertibles

By Angela McDaniels

Tacoma, Wash., April 27 - ProMOS Technologies Inc. said the boards of its syndicate banks have approved the NT$3 billion syndicated loan the company needs in order to close the tender offer for its $350 million zero-coupon convertible bonds due 2012.

The final loan documentation was executed April 27, and the company was working to complete the drawdown and settle the tender offer the same day.

The tender offer began on Feb. 19 and expired on March 27.

The purchase price is $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.

Settlement was expected to occur April 3 but was delayed in order to give the syndicate banks time to "further assess recent developments at the company and the DRAM industry," according to a previous news release.

When the tender offer had still not settled by April 17, the bondholders were given 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 80.34% response 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 new NT$3 billion syndicated loan facility was arranged by Bank of Taiwan and is 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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