Milacron will tender for 7 5/8% eurobonds

New York, April 26 - Milacron Inc. (Caa2) said that it plans to launch a cash tender offer on April 27 for all of the €115 million of outstanding 7 5/8% guaranteed bonds due 2005 issued by its Milacron Capital Holdings BV subsidiary.

The offer will have an early tender deadline of 5 p.m. Central European Time May 6, subject to possible extension, but did not set an overall tender expiration deadline at this time.

Milacron, a Cincinnati-based supplier of plastics-processing technologies and industrial fluids, said it would undertake the tender offer as a part of the process of transforming its capital structure.

The company said that subject to the terms and conditions of the expected tender offer, bondholders who validly tender their eurobonds and do not withdraw them will be entitled to receive 100% of the principal amount of their bonds, plus accrued interest up to but excluding the settlement date. In addition, holders who validly tender their bonds by or before the early tender deadline and do not subsequently withdraw their tenders will receive an early tender premium on the settlement date of €10 per €1,000 principal amount of the bonds tendered and not withdrawn.

Milacron further said that in conjunction with the tender offer, its Milacron Capital Holdings BV unit intends to call a meeting of the bondholders to consider an amendment to the terms of the bonds that would eliminate all of the restrictive covenants contained in the fiscal agency agreement under which the bonds were issued.

The company said that by tendering their bonds into the tender offer, holders will appoint the tender agent for the offer as their proxy to vote in favor of the amendment at the bondholder meeting.

It said that holders of the eurobonds will have certain withdrawal rights, which will be described in the official offering materials.

Milacron said that completion of the tender offer and its obligations to make any payments would be subject to the satisfaction of certain conditions, including, among others, that sufficient financing has been arranged to fund the payment of the total purchase price for the tender plus any early tender premium payments.

The dealer-manager for the offer will be Credit Suisse First Boston LLC (call 800 820-1653 or +44 207 883 6748); the tender agent will be Deutsche Bank AG (call +44 207 547 5000), and the information agent will be Innisfree M&A Inc. (call 888 750-5833 or (from the EU) 00 800 7710 9970). For further information, visit www.milacron.com or call the company's investor line: 800 909-MILA (800 909-6452).

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