Koninklijke Philips N.V. Announces Pricing Terms of Any and All Tender Offer for Certain Outstanding USD-Denominated Notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
May 5, 2022
Amsterdam, The Netherlands – Koninklijke Philips N.V. (“Royal Philips” or the “Company”) today announces the pricing terms of its previously announced tender offer (the “Offer”) to purchase for cash any and all of its outstanding 71/8% Series A Debentures due 2025 (the “2025 Series A Notes”), 73/4% Series B Debentures due 2025 (the “2025 Series B Notes”) and 7.200% Notes due 2026 (the “2026 Notes” and, together with the 2025 Series A Notes and the 2025 Series B Notes, the “Notes”). The Offer is being made in accordance with the terms and subject to the conditions set forth in the Offer to Purchase, dated April 28, 2022 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery.
The final deadline for holders to tender Notes to be eligible to receive the applicable Consideration (as defined below) is 5:00 p.m., New York City time, on May 5, 2022, unless extended with respect to any or all series of Notes (the “Expiration Time”). Holders of Notes validly tendered and not validly withdrawn at or before the Expiration Time and accepted for purchase will receive the Consideration for such Notes. Tendered Notes may be withdrawn at any time at or before 5:00 p.m., New York City time, on May 5, 2022, unless extended with respect to any or all series of Notes (such date and time, as the same may be extended, the “Withdrawal Deadline”), but not thereafter. Subject to applicable law, the Company expressly reserves the right to terminate, in its sole discretion, the Offer at any time at or before the Expiration Time.
Holders who tender their Notes pursuant to the Guaranteed Delivery Procedures set out in the Offer to Purchase must ensure that the Eligible Guarantor Institution (as defined in the Offer to Purchase) will procure that DTC properly transmits an Agent’s Message (as defined in the Offer to Purchase) (together with the related book-entry delivery of the relevant Notes and any other documents required) to the Tender and Information Agent by no later than 5:00 p.m., New York City time) on May 9, 2022, the second business day after the date of the Expiration Time (the “Guaranteed Delivery Deadline”).
The applicable “Consideration” for Notes accepted for purchase pursuant to the Offer has been determined as described in the Offer to Purchase in a manner intended to result in a yield to maturity, with reference to the Settlement Date (as defined below), equal to the sum of the applicable fixed spread specified in the table below (the “Fixed Spread”) for such Notes and the yield based on the bid-side price of the applicable U.S. Treasury Security specified in the table below (the “Reference Yield”) for such Notes. The Reference Yield for each series of Notes was determined at 10:00 a.m., New York City time, today, May 5, 2022 (the “Price Determination Time”). In addition to the applicable Consideration, holders of Notes validly tendered and not validly withdrawn at or before the Expiration Time and accepted for purchase will also be paid accrued and unpaid interest from the last interest payment date for such Notes to, but not including, the Settlement Date (as defined below) (“Accrued Interest”).
The applicable Consideration and Accrued Interest will be paid on the settlement date (the “Settlement Date”), which is expected to be May 10, 2022. The Company’s obligations to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to, and conditioned upon, the satisfaction of or, where available, the Company’s waiver of, the conditions set forth in the Offer to Purchase, including the successful completion (in the sole discretion of the Company) of the New Euro Notes Issuance (the “Financing Condition”). See “The Offer—Conditions to the Offer—Financing Condition” in the Offer to Purchase for further details.
The table below sets forth the Reference Yield, Fixed Spread and the applicable Consideration for each series of Notes.
|Title of Notes||Security Identifier(s)||Principal Amount Outstanding||Reference U.S. Treasury Security||Reference Yield||Fixed Spread||Consideration (1)|
|71/8% Series A Debentures due 2025|| CUSIP: 718337AB4
|$84,169,000||2.625% U.S. Treasury due April 15, 2025||2.892%||70 bps||$1,100.06|
|73/4% Series B Debentures due 2025|| CUSIP: 718337AC2
|$63,285,000||2.625% U.S. Treasury due April 15, 2025||2.892%||70 bps||$1,117.76|
|7.200% Notes due 2026|| CUSIP: 718337AE8
|$136,515,000||2.50% U.S. Treasury due March 31, 2027||3.002%||75 bps||$1,128.65|
|(1) Per $1,000 principal amount of Notes accepted for purchase by the Company.|
This release is qualified in its entirety by the Offer to Purchase and the related Notice of Guaranteed Delivery.
The Company has retained BofA Securities Europe SA and Mizuho Securities USA LLC as Dealer Managers in connection with the Offer. Kroll Issuer Services Limited is the Tender and Information Agent (the “Tender and Information Agent”). For additional information regarding the terms of the Offer, please contact: BofA Securities by telephone at +1 (980) 387-3907 (US), +1 (888) 292-0070 (U.S. Toll Free) or +33 1 877 01057 (Europe) or by email at [email protected] or Mizuho Securities by telephone at +1 212 205-7736 (Collect), +1 866 271-7403 (U.S. Toll Free) or +44 20 7090 6134 (In London) or by email at [email protected]
Any questions or requests for assistance or for additional copies of the Offer to Purchase or the Notice of Guaranteed Delivery and any amendments or supplements to the foregoing may be directed to the Tender and Information Agent by telephone at +44 20 7704 0880 or by email at [email protected], or to any of the Dealer Managers at their respective telephone numbers or email addresses above. These documents regarding the Offer are also available at https://deals.is.kroll.com/philips.
For further information, please contact:
Philips Global Press Office
Tel.: +31 6 1521 3446
E-mail: [email protected]
Philips Investor Relations
Tel.: +31 20 5977055
E-mail: [email protected]
About Royal Philips
Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health technology company focused on improving people’s health and well-being, and enabling better outcomes across the health continuum – from healthy living and prevention, to diagnosis, treatment and home care. Philips leverages advanced technology and deep clinical and consumer insights to deliver integrated solutions. Headquartered in the Netherlands, the company is a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care. Philips generated 2021 sales of EUR 17.2 billion and employs approximately 78,000 employees with sales and services in more than 100 countries. News about Philips can be found at www.philips.com/newscenter.
This release contains certain “forward-looking statements” with respect to the Company. Forward-looking statements can be identified generally as those containing words such as “anticipates”, “assumes”, “believes”, “estimates”, “expects”, “should”, “will”, “will likely result”, “forecast”, “outlook”, “projects”, “may” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events that depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: the Company’s ability to gain leadership in health informatics in response to developments in the health technology industry; the Company’s ability to transform its business model to health technology solutions and services; macroeconomic and geopolitical changes; the Company’s integration of acquisitions and their delivery on business plans and value creation expectations; securing and maintaining the Company’s intellectual property rights, and unauthorized use of third-party intellectual property rights; ability to meet expectations with respect to ESG-related matters; failure of products and services to meet quality or security standards, adversely affecting patient safety and customer operations; breach of cybersecurity; ability to execute and deliver on programs on business transformation and IT system changes and continuity; the effectiveness of the Company’s supply chain; attracting and retaining personnel; COVID-19 and other pandemics; challenges to drive operational excellence and speed in bringing innovations to market; compliance with regulations and standards including quality, product safety and (cyber) security; compliance with business conduct rules and regulations; treasury and financing risks; tax risks; and reliability of internal controls, financial reporting and management process. As a result, the Company’s actual future results may differ materially from the plans, goals and expectations set forth in such forward-looking statements. In view of such uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. See “9.2 Risk factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 for a discussion of certain risks relating to the business of the Company.
This release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons who come into possession of the Offer to Purchase or any related documents are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
The Offer to Purchase and the related Notice of Guaranteed Delivery contain important information that holders are urged to read carefully before making any decision with respect to the Offer. None of the Company, its statutory board, executive committee or supervisory board, the Tender and Information Agent, any of the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender all or any portion of their Notes in response to the Offer. Holders must make their own decisions as to whether to tender, or refrain from tendering, their Notes, and the principal amount of Notes to tender, if any. Holders should consult their tax, accounting, financial and legal advisers regarding the tax, accounting, financial and legal consequences of participating or refraining from participating in the Offer.
The communication of the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, the Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Offer to Purchase and such documents and/or materials as a financial promotion is only being directed at and made to (i) those persons in the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) those persons who are existing members or creditors of the Company and other persons falling within Article 43(2) of the Financial Promotion Order, (iii) persons who are outside the United Kingdom and (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any person in the United Kingdom who is not a relevant person should not act or rely on the Offer to Purchase or such documents and/or materials or any of their content. Any investment or investment activity to which the Offer to Purchase or such other documents or materials relate is available only to and will be engaged in only with relevant persons.
Neither the Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than a “qualified investor” (investisseur qualifié/gekwalificeerde belegger) as defined in Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting for its own account. The Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
The Offer is not being made, directly or indirectly, to the public in France. Neither the Offer to Purchase nor any other documents or offering materials relating to the Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Offer to Purchase has not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.
None of the Offer, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to applicable Italian laws and regulations.
The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “CONSOB Regulation”). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.
Holders or beneficial owners of the Notes located in Italy can tender the Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
In the Netherlands, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors as referred to in the Prospectus Regulation. Neither the Offer to Purchase nor any other documentation or material relating to the Offer has been or will submitted to the Dutch Authority for Financial Markets (de Autoriteit Financiële Markten, the “AFM”) for approval. Therefore, neither the Offer to Purchase nor any documentation or material relating to the Offer qualify as an approved prospectus as meant in the Prospectus Regulation. Accordingly, in the Netherlands, the Offer may not be made by way of a public offer within the meaning of the Prospectus Regulation and the Offer may not be promoted and is not being made to, any person in the Netherlands (with the exception of “qualified investors” within the meaning of the Prospectus Regulation). The Offer to Purchase and any other documentation or material relating to the Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person. With regard to the Netherlands, the Offer to Purchase has been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Offer. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in the Netherlands.
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