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Contact:
Jodi Allen
Investor Relations
(973) 357-3283
Cytec Announces Amendments to Its
Previously Announced Tender Offers and
Early Tender Date Results of such Tender Offers
Woodland Park, NJ, March 12, 2013
-- Cytec Industries Inc. (“Cytec” or the “Company”) (NYSE: CYT)
today announced, in connection with its currently pending offers
to purchase for cash up to $175,000,000 aggregate principal
amount of its notes, including up to $125,000,000 of its 6.0%
Notes due October 1, 2015 (the “2015 Notes”) and up to
$50,000,000 of its 8.95% Notes due July 1, 2017 (the “2017 Notes”,
together with the 2015 Notes, the “Securities”), amendments to
the previously announced terms of its offers such that (1) the
maximum aggregate principal amount of the Securities to be
accepted shall be $200,000,000, including up to $125,000,000 of
the 2015 Notes with no corresponding maximum principal amount to
be accepted with respect to the 2017 notes (such offers, as
amended, the “Tender Offers”) and (2) the 2015 Notes shall be
assigned acceptance priority level 1 and the 2017 Notes shall be
assigned acceptance priority level 2.
The Company also announced today the early tender date results
of its Tender Offers. The following table sets forth the
Securities that are subject to the Tender Offers as well as the
aggregate principal amounts of Securities validly tendered and
not validly withdrawn at or prior to 5:00 p.m., New York City
time, on March 11, 2013 (the “Early Tender Date”).
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Acceptance
Priority Level
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Aggregate Principal Amount Outstanding
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Maximum Principal Amount to Be Accepted
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Aggregate Principal Amount Tendered as of the Early
Tender Date
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6.0% Notes due 2015
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232820AG5
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1
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$249,560,000
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$125,000,000
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$107,751,000
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8.95% Notes
due 2017
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232820AH3
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2
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$249,400,000
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N/A
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$85,108,000
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Securities tendered for purchase in the Tender
Offers are subject to the maximum aggregate principal amount of
$200,000,000 and proration, as described below and in the Offer
to Purchase, and are also subject to the acceptance priority
levels indicated above. All 2015 Notes up to the $125,000,000
maximum aggregate principal amount of 2015 Notes to be purchased
that are validly tendered will have priority over any 2017 Notes
that are tendered for purchase. Accordingly, 2017 Notes tendered
prior to the Early Tender Date may be subject to proration in
the event that additional 2015 Notes are tendered after the
Early Tender Date and prior to the Expiration Date or additional
2017 Notes are tendered after the Early Tender Date and prior to
the Expiration Date. In addition, 2015 Notes validly tendered
prior to the Early Tender Date will be subject to proration in
the event that in excess of $17,249,000 of additional 2015 Notes
are tendered after the Early Tender Date and prior to the
Expiration Date.
Holders who have not already tendered their Securities may
continue to do so at any time at or prior to 11:59 p.m., New
York City time, on March 25, 2013 (the “Expiration Date”),
unless Cytec extends or earlier terminates the Tender Offer.
However, such holders will not be entitled to receive any early
tender premium, except in the case of any Securities that were
tendered prior to 5:00 p.m., New York City time, on March 11,
2013 and which were accepted for purchase. No tenders will be
valid if submitted after the Expiration Date. Withdrawal rights
for the Tender Offers have expired.
As described in the Offer to Purchase, if the aggregate
principal amount of 2015 Notes that are validly tendered exceeds
the Maximum Principal Amount to be Accepted (as set forth in the
table above) or the aggregate principal amount of Securities
that are validly tendered exceeds the maximum aggregate
principal amount of $200,000,000, Cytec will accept for payment
only such portion of the Securities that does not result in an
aggregate principal amount purchased that is above such maximum
amounts. If such maximum amounts are sufficient to allow us to
accept some, but not all of the validly tendered Securities, the
amount of Securities purchased will be prorated based on the
aggregate principal amount of Securities validly tendered,
rounded down to the nearest integral multiple of $1,000, but not
less than the minimum principal amount to be accepted. Cytec
reserves the right to increase the Maximum Principal Amount to
be Accepted or the maximum aggregate principal amount of
$200,000,000 at any time, subject to compliance with applicable
law.
The Tender Offers are being made pursuant to an Offer to
Purchase dated February 26, 2013 (as amended and supplemented,
the “Offer to Purchase”) and the related Letter of Transmittal
dated February 26, 2013 (as amended and supplemented, the “Letter
of Transmittal”), which set forth a complete description of the
terms of the Tender Offers. Holders of the Securities are urged
to read the Offer to Purchase and the related Letter of
Transmittal carefully before making any decision with respect to
the Tender Offers. The Tender Offers are conditioned on the
satisfaction of certain conditions set forth in the Offer to
Purchase.
Cytec has retained Citigroup Global Markets Inc., RBS Securities
Inc. and Wells Fargo Securities, LLC to serve as dealer managers
for the Tender Offers. Global Bondholder Services Corporation
has been retained to serve as the depositary and information
agent for the Tender Offers.
For additional information regarding the terms of the Tender
Offers, please contact: Citigroup Global Markets Inc. at
800-558-3745 (toll-free) or 212-723-6106 (collect), RBS
Securities Inc. at 877-297-9832 or Wells Fargo Securities, LLC
at 866-309-6316. Requests for documents and questions regarding
the tender of securities may be directed to Global Bondholder
Services Corporation at 866-937-2200.
Copies of the Offer to Purchase and the Letter of Transmittal
related to the Tender Offers may also be obtained at no charge
from Global Bondholder Services Corporation.
Neither Cytec, its board of directors, the information agent and
depositary nor the dealer managers make any recommendation as to
whether holders of the Securities should tender or refrain from
tendering the Securities. Holders of the notes must decide how
many notes to tender, if any.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The Tender Offers
are being made solely by means of the Offer to Purchase and the
related Letter of Transmittal. In any jurisdiction where the
laws require a tender offer to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
Cytec by the dealer managers, or one or more registered brokers
or dealers under the laws of such jurisdiction.
About Cytec
Cytec’s vision is to deliver specialty material and chemical
technologies beyond our customers’ imagination. Our focus on
innovation, advanced technology and application expertise
enables us to develop, manufacture and sell products that change
the way our customers do business. Our pioneering products
perform specific and important functions for our customers,
enabling them to offer innovative solutions to the industries
that they serve. Our products serve a diverse range of end
markets including aerospace and industrial materials, mining and
plastics.
For more information visit the Company’s web site at
www.cytec.com.
Use of Forward-Looking Statements
Except for the historical information and discussions contained
herein, statements contained in this release may constitute “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Achieving the results described
in these statements involves a number of risks, uncertainties
and other factors that could cause actual results to differ
materially, as discussed in Cytec’s filings with the Securities
and Exchange Commission. Cytec disclaims any obligation to
update or revise any forward-looking statements.
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