August 5, 2013
Luxembourg (5 August 2013) — ConvaTec Finance International S.A.(the “Company”) intends to issue and sell Senior PIK/Toggle Notes (the “Notes”) in a private placement, in an aggregate principal amount of $800 million. The Company expects to use the net proceeds from the offering to pay a cash dividend to shareholders in the amount of approximately $779 million and to pay fees and expenses.
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S of the Securities Act. The Notes will not be and have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of these securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
ConvaTec is a leading developer and marketer of innovative medical technologies that have helped improve the lives of millions of people worldwide. With four key focus areas – Ostomy Care, Wound Therapeutics, Continence and Critical Care, and Infusion Devices – ConvaTec products support healthcare professionals from the hospital to the community health setting. The Company is owned by Nordic Capital Fund VI and Fund VII and Avista Capital Partners.
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our strategy, outlook and growth prospects, including our operational and financial targets; the economic outlook in general and, in particular, economic conditions in the European and U.S. markets; the competitive environment in which we operate; growth in demand for our products, increases in the penetration of our products into their respective markets, reimbursement rates for our products, or similar measures; our expansion plans, including planned expansion into and growth in Emerging Markets; our ability to gain necessary regulatory approvals and desirable reimbursement rates for our newly developed products and technologies; and our ability to develop, market and launch attractive new product designs and technologies.