Aavid Thermal Technologies, Inc. (Aavid), a developer of
computational fluid dynamics (CFD) software and provider of thermal
management solutions for electronics, announced today that it is
extending the tender offer expiration date of its previously announced
cash tender offer and consent solicitation for any and all of its
12-3/4% Senior Subordinated Notes Due 2007 from 8:00 a.m., New York
City time, on April 5, 2006, to 5:00 p.m., New York City time, on
April 17, 2006, unless further extended. The tender offer is being
extended in light of the decision by ANSYS, Inc. (ANSYS) and Aavid, on
March 27, 2006, to refile pre-merger notification and report forms
under the Hart-Scott-Rodino Antitrust Improvements Act. Other than
this extension of time, all other terms of the tender offer and
consent solicitation remain unchanged. As of 5:00 p.m., New York City
time, on April 4, 2006, tenders representing 99.96% of the outstanding
aggregate principal amount of notes had been received. Holders who
have previously tendered notes do not need to take any action in
response to this extension. Withdrawal rights, which expired on March
21, 2006, are not being reopened as a result of this extension.
Aavid's related consent solicitation expired at 5:00 p.m., New York City time, on March 21, 2006. As a result of the receipt of requisite consents from holders of the notes to amend the indenture governing such notes, Aavid, the guarantors of the notes and the trustee under the indenture have executed and delivered a supplemental indenture, dated March 21, 2006. The supplemental indenture will become operative upon acceptance of the notes for purchase in the tender offer in accordance with the terms, and subject to the conditions, described in the Offer to Purchase and Consent Solicitation Statement, dated as of March 8, 2006. A copy of the supplemental indenture has been filed by Aavid on Form 8-K with the Securities and Exchange Commission on March 23, 2006, and is publicly available at www.sec.gov.
The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including consummation of proposed mergers pursuant to which ANSYS and certain of its affiliates will acquire Aavid and the CFD software business operated by Aavid's wholly owned subsidiary, Fluent Inc. Consummation of the mergers is subject to various customary conditions, including, among others, expiration or termination of the applicable Hart-Scott-Rodino waiting period and the absence of any material adverse change with respect to each party's business. Aavid may, subject to certain restrictions, amend or terminate or further extend the offer and consent solicitation at any time in its sole discretion without making any payments with respect thereto.
Bear, Stearns & Co. Inc. is acting as dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as information agent in connection with the tender offer and consent solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement, the Consent and Letter of Transmittal and the other related documents may be obtained by contacting D.F. King & Co., Inc. at (888) 542-7446 or (212) 269-5550. Questions regarding the tender offer may be directed to Bear, Stearns & Co. Inc. at (877) 696-2327 or (212) 272-5112 (call collect).
The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the tender offer documents as amended by this press release. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the notes or any other securities of Aavid. This press release also is not a solicitation of consents to the proposed amendments to the indenture.
None of Aavid, the dealer manager and solicitation agent, the information agent, the depository or any of their respective affiliates make any recommendation as to whether or not holders should tender notes and deliver consents in response to the tender offer and consent solicitation.
Additional information on Aavid is available on the World Wide Web at http://www.aatt.com.
Forward-Looking Statements
The matters discussed in this release contain forward-looking statements and information relating to Aavid that is based on the beliefs of Aavid's management, as well as assumptions made by and information currently available to management. The words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of Aavid with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Aavid does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Aavid's related consent solicitation expired at 5:00 p.m., New York City time, on March 21, 2006. As a result of the receipt of requisite consents from holders of the notes to amend the indenture governing such notes, Aavid, the guarantors of the notes and the trustee under the indenture have executed and delivered a supplemental indenture, dated March 21, 2006. The supplemental indenture will become operative upon acceptance of the notes for purchase in the tender offer in accordance with the terms, and subject to the conditions, described in the Offer to Purchase and Consent Solicitation Statement, dated as of March 8, 2006. A copy of the supplemental indenture has been filed by Aavid on Form 8-K with the Securities and Exchange Commission on March 23, 2006, and is publicly available at www.sec.gov.
The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including consummation of proposed mergers pursuant to which ANSYS and certain of its affiliates will acquire Aavid and the CFD software business operated by Aavid's wholly owned subsidiary, Fluent Inc. Consummation of the mergers is subject to various customary conditions, including, among others, expiration or termination of the applicable Hart-Scott-Rodino waiting period and the absence of any material adverse change with respect to each party's business. Aavid may, subject to certain restrictions, amend or terminate or further extend the offer and consent solicitation at any time in its sole discretion without making any payments with respect thereto.
Bear, Stearns & Co. Inc. is acting as dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as information agent in connection with the tender offer and consent solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement, the Consent and Letter of Transmittal and the other related documents may be obtained by contacting D.F. King & Co., Inc. at (888) 542-7446 or (212) 269-5550. Questions regarding the tender offer may be directed to Bear, Stearns & Co. Inc. at (877) 696-2327 or (212) 272-5112 (call collect).
The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the tender offer documents as amended by this press release. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the notes or any other securities of Aavid. This press release also is not a solicitation of consents to the proposed amendments to the indenture.
None of Aavid, the dealer manager and solicitation agent, the information agent, the depository or any of their respective affiliates make any recommendation as to whether or not holders should tender notes and deliver consents in response to the tender offer and consent solicitation.
Additional information on Aavid is available on the World Wide Web at http://www.aatt.com.
Forward-Looking Statements
The matters discussed in this release contain forward-looking statements and information relating to Aavid that is based on the beliefs of Aavid's management, as well as assumptions made by and information currently available to management. The words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of Aavid with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Aavid does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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