Grupo Dina extends exchange for convertibles

New York, April 30 - Consorcio G Grupo Dina SA de CV said it extended to 5.00 p.m. ET on May 14 its exchange offer for its 8% convertible subordinated debentures due August 8, 2004.

As of April 30, holders of $124.2 million or 77.2% of the convertibles had tendered their securities.

The exchange is subject to 95% of the outstanding principal amount being tendered - although Grupo Dina said it may waive that requirement.

Grupo Dina is offering contingent value rights for the convertibles. If all $160.922 million of the convertibles are tendered, it will issue $45.058 million of the rights.

For each $1,000 principal amount of convertibles tendered, Grupo Dina is offering $280 face amount of rights.

The rights entitle holders to certain net cash proceeds received upon the disposition of certain assets and to certain other net cash proceeds consisting of: a participation in any net cash proceeds from the sale of Grupo Dina's 11.33% stake in the equity of MCII Holdings (USA), Inc.; a participation in any net cash proceeds received upon the sale of certain fixed assets of Grupo Dina; and a participation in any net cash proceeds received in respect of certain arbitration proceedings with Western Star Trucks Holdings Ltd.

Grupo Dina said distributions may be more or less than $280 for each of the rights, depending on future events.

The rights will not accrue interest and will expire on April 24, 2007.

Grupo Dina noted it has defaulted on scheduled interest payments on the convertibles since January 2001 and the maturity has been accelerated.

Concurrently with the exchange, Grupo Dina is soliciting the rescission of the acceleration. It also seeking consent to amend the convertibles to waive all payment defaults and other covenant defaults and any and all legal claims.

The Bank of New York is the exchange agent and D.F. King & Co., Inc. is the information agent.

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