Messer Griesheim 10 3/8% note tender ends with 96.47% tendered

New York, May 21 - Messer Griesheim Holding GmbH said its previously announced tender offer for all its 10 3/8% senior notes due 2011 expired as scheduled at 12 p.m. on May 19, without extension. It said that as of that date, holders had tendered €530.587 million of the notes, or 96.47% of the notes outstanding, up from the 95.2% tendered by the May 4 consent deadline.

Messer Griesheim Holding said in a 6-K filing with the Securities and Exchange Commission it agreed to buy all of the notes tendered by the expiration deadline. It said it would pay for all notes validly tendered after the consent deadline and before the offer expiration deadline by May 21 (it had previously paid for notes tendered prior to the consent date).

As previously announced, Messer Griesheim - a German maker of industrial gasses formerly known as Messer Griesheim Holding AG - said on April 21 it had begun a cash tender offer for all of its outstanding 10 3/8% notes and was also soliciting noteholder consents to proposed changes in the notes' indenture.

It set a consent deadline of 12 p.m. ET on May 4, the same day on which the company would determine the price it would pay for the notes. It said the tender offer would expire at 12 p.m. ET on May 19, with all deadlines subject to possible extension.

The company originally issued €550 million principal amount of the notes, of which €56.292 million was held by a company affiliate, leaving €493.708 million in the hands of investors and subject to the tender offer.

On May 5, Messer Griesheim Holding said it fixed the price it would offer to the holders of the 10 3/8% notes. The price was fixed on May 4, the same day the consent solicitation expired as scheduled with no extension. Messer Griesheim said it had received tenders of 95.2% of the outstanding principal amount as of the consent deadline.

The company said it would pay €1,196.35 per €1,000 principal amount for notes tendered with consents by the consent deadline. The sum would include a €30 per €1,000 consent payment. Holders tendering after that point but before the expiration date of 12 p.m. ET on May 19 would receive €1,166.35 per €1,000 principal amount.

The company said it was asking noteholders to consent to certain proposed amendments and waivers that would eliminate or waive substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights contained in the notes and their indenture.

The amendments and waivers would also direct the London branch of The Bank of New York, as indenture trustee, to give its consent to the early settlement of the repayment obligations under and the subsequent termination of the High Yield Loan Proceeds Agreement, dated May 16, 2001 between Messer Griesheim Holding GmbH, as lender, and its Messer Griesheim GmbH subsidiary, as borrower, as well as to the early termination of the High Yield Subordination Agreement, dated May 16, 2001 between the two entities (Messer Griesheim Holding is the subordinated lender and Messer Griesheim GmbH is the borrower).

The company said tendering noteholders would also have to deliver consents, and vice versa.

Messer Griesheim said the tender offer would be conditioned on the valid tender of notes and delivery of related consents by holders of at least a majority of the principal amount of the outstanding notes not subject to any rights of withdrawal and the completion of the company's previously announced sale of the entire share capital of Messer Griesheim GmbH to Air Liquide International SA.

Goldman Sachs International is dealer manager (contact Dominic Ashcroft at +44 (0) 20 7774 0923). The tender agents are The Bank of New York and The Bank of New York (Luxembourg) SA; the trustee is The Bank of New York, London Branch.

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