Varietal Distribution tenders for VWR notes

New York, May 30 - Varietal Distribution Merger Sub, Inc. said it has begun a tender offer for VWR International, Inc.'s $320 million of 8% senior subordinated notes due 2014 and $200 million of 6 7/8% senior notes due 2012, CDRV Investors, Inc.'s $350 million senior floating-rate notes due 2011 and CDRV Investment Holdings Corp.'s $481 million of 9 5/8% senior discount notes due 2015.

Varietal Distribution Merger Sub is a subsidiary of Varietal Distribution Holdings, LLC, a new company set up by Madison Dearborn Partners, LLC to acquire CDRV, the indirect parent of VWR. The tenders are being carried out as part of the leveraged buyout.

For 8% notes tendered with consents by the consent date, Varietal is offering the present value of $1,040 on the notes' first call date of April 15, 2009 plus future interest payments to that date minus accrued interest from the last coupon payment date up to but excluding the payment date. The present value will be determined using the yield on the 3.125% U.S. Treasury note due April 15, 2009 plus a fixed spread of 50 basis points.

For the 6 7/8% notes tendered with consents by the consent date, Varietal is offering the present value of $1,034.38 on the notes' first call date of April 15, 2008 plus future interest payments to that date minus accrued interest from the last coupon payment date up to but excluding the payment date. The present value will be determined using the yield on the 4.625% U.S. Treasury note due March 31, 2008 plus a fixed spread of 50 basis points.

For the floaters, Varietal is offering par plus accrued interest up to but excluding the payment date.

For the discount notes, Varietal is offering the present value of $1,048.13 on the notes' first call date of Jan. 1, 2010. The present value will be determined using the yield on the 3.5% U.S. Treasury note due Dec. 15, 2009 plus a fixed spread of 50 basis points.

The total for each notes includes a consent payment of $30.00 per $1,000 principal amount that will only be paid to those who tender with consents by the consent deadline of 5 p.m. ET on June 12. The tender ends at 5 p.m. ET on June 26.

The offers are subject to conditions including the receipt of tenders for a majority of each series of notes and the necessary consents to amend the notes. They also depend on the acquisition and related financing being completed.

Financing is expected to include a new senior secured credit facility and the issuance of new senior notes and senior subordinated notes.

Varietal observed that the note issuers have the right to redeem the notes and so can complete the financing transactions even if the tender offer does not succeed. CDRV Investors plans to issue a conditional redemption notice for the floaters.

Goldman, Sachs & Co. is dealer manager and solicitation agent (800 828-3182 or 212 357-0775). D.F. King & Co., Inc. is information agent and depositary (800 431-9643 or call collect 212 269-5550).

VWR is a West Chester, Pa., distributor of laboratory products.

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