Welltec Announces Results Of Cash Tender Offer For Any And All Of Its 8% Senior Secured Notes Due 2019

ALLERØD, Denmark, Nov. 22, 2017 /PRNewswire/ -- Welltec A/S  (we, us, our or Welltec) announced today the results of its previously announced cash tender offer (Tender Offer) to purchase any and all of its 8% Senior Secured Notes due 2019 (Securities). The Tender Offer expired at 5:00 p.m., New York City time, on November 21, 2017 (Expiration Time). The Tender Offer was made pursuant to an Offer to Purchase dated November 8, 2017, as supplemented on November 10, 2017 and as amended on November 14, 2017 (Offer to Purchase) and a related Notice of Guaranteed Delivery, which set forth the terms and conditions of the Tender Offer.

As of the Expiration Time, US$239,976,000 aggregate principal amount, or approximately 73.84%, of the outstanding Securities had been validly tendered. Welltec will accept, subject to the Financing Condition and the other conditions being fulfilled or waived, for purchase all such tendered Securities and pay to the holders thereof US$1,013 per US$ 1,000 principal amount of Securities that were validly tendered and not validly withdrawn on or prior to the Expiration Time, plus accrued and unpaid interest on such Securities from the applicable last interest payment date up to, but not including, November 28, 2017.

The amounts tendered described above excludes US$1,314,000 aggregate principal amount of outstanding Securities tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. Subject to the respective holders' performance of the delivery requirements under such procedures and subject to the Financing Condition and the other conditions being fulfilled or waived, Welltec will accept for purchase and pay to the holders thereof the consideration for the Securities described above, plus accrued and unpaid interest on such Securities from the applicable last interest payment date up to, but not including, November 28, 2017.

On November 28, 2017, Welltec intends to issue a notice to redeem the Securities that were not purchased in the Tender Offer (Post-Closing Redemption) on February 1, 2019 at the then-applicable redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest for the Securities. Welltec intends to deposit into an account designated by the trustee for the Securities amounts required to fund the Post-Closing Redemption, in accordance with the satisfaction and discharge provisions of the indenture governing the Securities. This news release does not constitute a notice of redemption of the Securities.

The Settlement Date is currently expected to occur on November 28, 2017.

We engaged Goldman Sachs International to act as the Dealer Manager and D.F. King & Co., Inc. to act as both the Information Agent and the Tender Agent in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman Sachs International at +44 20 7774 9862 or liabilitymanagement.eu@gs.com. Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 866.828.6934 (toll free) or 212.269.5550 (collect) or by email at welltec@dfking.com, and copies of the Offer to Purchase may be obtained at www.dfking.com/welltec.

Welltec made the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc.

This news release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

ABOUT WELLTEC

Welltec develops and delivers technology and solutions for the oil and gas industry. Our solutions are dedicated to optimizing the management and development of clients' assets, both in the form of well completion technology and intervention services required to ensure performance and integrity. We operate in all types of onshore and offshore well environments, including deepwater, subsea, extended reach, heavy oil and unconventional gas and oil wells.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this news release includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. From time to time, we provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using the words "believes," "estimates," "aims," "targets," "anticipates," "expects," "intends," "plans," "continues," "ongoing," "potential," "product," "projects," "guidance," "seeks," "may," "will," "could," "would," "should" or, in each case, their negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this news release, those results or developments may not be indicative of results or developments in subsequent periods.

All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. We undertake no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date they are or were made, and we do not intend to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this news release, currently unknown facts or conditions or the occurrence of unanticipated events, except as required by law.

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SOURCE Welltec A/S