CEVA Group Plc (“CEVA” or the “Company”), one of the world’s leading non-asset based supply chain management companies, announced today that the Consent Time and Withdrawal Deadline in respect of its previously announced private exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) has been extended from 5:00 p.m., New York City time, on Tuesday, 16 April 2013 to 5:00 p.m., New York City time, on Monday, 22 April 2013. The Consent Time and the Withdrawal Deadline are being extended after requests from eligible holders in order to allow additional time to complete and submit required documents given the complicated nature of the transaction.
In addition, CEVA would like to remind eligible holders that the Subscription Deadline for the Rights Offering is also at 5:00 p.m., New York City time, on Monday, 22 April 2013. As of 5:00 p.m., New York City time, on 16 April 2013, tenders and consents had been received from (i) approximately $650 million in aggregate principal amount of CEVA’s 11.5% Junior Priority Secured Notes due 2018, (ii) approximately $526 million in aggregate principal amount of CEVA’s 12.75% Senior Notes due 2020 and (iii) approximately $113 million in aggregate principal amount of CEVA’s Senior Unsecured Bridge Loans.
The Exchange Offers and the Consent Solicitations are being conducted upon the terms and subject to the conditions set forth in a Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated 3 April 2013 (the “Offering Memorandum”) in connection with CEVA’s previously announced financial recapitalization plan that will reduce substantially CEVA’s overall debt and interest costs, as well as increase liquidity and strengthen its capital structure (the “Recapitalization”). As previously announced, the Exchange Offers will expire at midnight, New York City time, on Tuesday, 30 April 2013, unless terminated, withdrawn earlier or extended. Except as set forth above, all other terms of the Exchange Offers and the Consent Solicitations remain the same. All eligible holders of notes and other debt who have previously tendered and delivered related consents do not need to retender such notes or other debt or redeliver such related consents or take any other action in response to the extension of the Consent Time and the Withdrawal Deadline. None of CEVA, Holdings or any other person makes any recommendation as to whether holders should tender their securities in the Exchange Offers or provide the consents to the proposed amendments in the Consent Solicitations, and no one has been authorized to make such a recommendation. Holders of securities should read carefully the Offering Memorandum before making any decision with respect to the Recapitalization. In addition, holders must make their own decisions as to whether to tender their securities in the Exchange Offers and provide the related consents in the Consent Solicitations, and if they so decide, the principal amount of the securities to tender. The new securities being offered in the Exchange Offers have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. The Exchange Offers are being made in the United States only to holders of securities who are both “qualified institutional buyers” or institutional “accredited investors” and “U.S. persons” and outside the United States only to persons other than “U.S. persons” who are “non-U.S. qualified offerees” (in each case, as such terms are used in the letter of eligibility). The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offers are subject to certain significant conditions. The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and other documents relating to the Recapitalization, which have been distributed to eligible holders of securities. CEVA and Holdings have the right to amend, terminate or withdraw the Exchange Offers and the Consent Solicitations, at any time and for any reason, including if any of the conditions to the Exchange Offers is not satisfied.
Documents relating to the Exchange Offers and the Consent Solicitations, including the Offering Memorandum will only be distributed to holders of securities who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offers and the Consent Solicitations. Holders of securities who desire a copy of the eligibility letter should contact Garden City Group, the exchange agent for the Exchange Offers, at (855) 454-1733.
