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Cott Corporation (NYSE: COT) (TSX: BCB) announced today that its wholly owned subsidiary, Cott Beverages Inc. ("Cott Beverages"), has closed its private placement of $215 million in aggregate principal amount of 8.375% senior notes due 2017 (the "New Notes"), resulting in net proceeds to Cott Beverages of approximately $206.6 million.
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Cott also announced today that Cott Beverages has accepted for purchase $236.7 million aggregate principal amount of its 8.0% senior subordinated notes due 2011 (the "8.0% Notes"), or 95.35% of the total outstanding, which were validly tendered prior to the early tender deadline of 5:00 p.m., New York City time, on November 12, 2009 (the "Early Participation Payment Deadline"), pursuant to Cott Beverages' previously announced cash tender offer and consent solicitation (the "Tender Offer"). Cott Beverages' total obligations for the Tender Offer equal $245.7 million. Cott Beverages used all of the net proceeds from the offering of the New Notes, together with cash on hand, and borrowings under its asset based lending facility to pay the total obligations.
Cott also announced that Cott Beverages has received consents (coupled with tenders) from holders of at least 75% in principal amount of its 8.0% Notes to adopt the proposed amendments to the 8.0% Notes. A supplemental indenture effecting the proposed amendments has been executed, but such proposed amendments will only become operative simultaneously upon the acceptance for payment of all 8.0% Notes that are validly tendered (and not previously withdrawn).
As previously announced, the Tender Offer will expire at 12:00 midnight, New York City time, on November 27, 2009, unless extended or earlier terminated. Also as previously announced, those who tender their 8.0% Notes prior to the expiration of the Tender Offer will receive any accrued and unpaid interest on the 8.0% Notes up to, but not including, the payment date, but only those who tendered their 8.0% Notes prior to the Early Participation Payment Deadline received an early tender premium of $30.00 per $1,000 principal amount of the 8.0% Notes.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Instructions. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Cott Beverages, the dealer manager, the solicitation agent, the information agent, the depositary or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.
Cott Beverages has engaged Barclays Capital Inc. to act as dealer manager and solicitation agent for the Tender Offer and MacKenzie Partners, Inc. to act as information agent and depositary for the Tender Offer. Requests for documents may be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (collect). Questions regarding the Tender Offer may be directed to Barclays Capital at (800) 438-3242 (toll free) or (212) 528-7581 (collect).
About Cott Corporation
Cott Corporation is one of the world's largest non-alcoholic beverage companies and the world's largest retailer brand soft drink company. With approximately 2,800 employees, Cott Corporation operates bottling facilities in the United States, Canada, the United Kingdom and Mexico. Cott Corporation markets non-alcoholic beverage concentrates in over 50 countries around the world.
Safe Harbor Statements
This news release contains forward-looking statements, including statements regarding the completion of the tender offer, and the Total Consideration or Tender Consideration, as applicable, to be paid to holders of the Notes who tender their Notes prior to the Early Participation Payment Deadline or prior to the Expiration Time, as applicable. These statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to the risk that the conditions to the offer are not satisfied or waived by the Expiration Time, our ability to pay the Total Consideration or Tender Consideration, as applicable and other risks, relevant factors and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 27, 2008, subsequent Reports on Form 10-Q and Form 8-K and our other securities filings. Cott Beverages disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Orion's Apollo(R) solar light pipe system harvests daylight and directs it to the work area of a facility using no electricity
Orion Energy Systems Inc. (Nasdaq:OESX) on Dec. 29 was awarded a utility patent from the U.S. Patent and Trademark office for the company's direct renewable Apollo(R) solar light pipe system. A utility patent protects the way a product is used and works.
A photo accompanying this release is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6964
Orion's Apollo(R) solar light pipe system harvests daylight and directs it to the work area of a facility using no electricity. When the Apollo(R) is integrated with Orion's intelligent control system and ambient light sensors, and the illumination levels from the light pipe reach a desired set point, the electrical lights automatically shut down, all or in part, until needed again. The Apollo(R) can also be easily integrated into other existing lighting systems.
"Our Apollo(R) solar light pipe is designed to provide maximum daylight inside a facility without using electricity during peak hours, saving our customers money and reducing pressure on the grid," said Orion CEO Neal Verfuerth. "During our fiscal second quarter, we shipped 1,300 light pipes, more than doubling our fiscal first quarter shipments.
"This patent validates our leadership position in the direct renewable solar industry and recognizes the unique benefits of the Apollo(R) technology over other devices available on the market," said Verfuerth.
Apollo(R) solar light pipe systems have been successfully installed in facilities for companies like Polo-Ralph Lauren, Sysco Foods and Apple. A Coca-Cola facility in Milwaukee, Wis., reported the light pipes provide sufficient, natural daylight for up to 10 hours a day.
In third party tests, the commercial grade Apollo(R) solar light pipe was proven to withstand harsh weather conditions, and has been impact-tested to four times the force of golf ball size hail.
The seamless, one-piece spun aluminum roof flashing allows for weatherproofing installation to the facility, regardless of roof material. Because it's constructed with aluminum, the light pipe resists corrosion, rust and condensation.
In 2008, the Apollo(R) solar light pipe was awarded the prestigious Platts Global Energy Award for the single most innovative and sustainable technology of the year and the Plant Engineering Product of the Year Grand Award.
The patent marks the 26th for Orion, which also has 22 patents pending.
Orion has deployed its energy management systems in 5,082 facilities across North America, including 120 of the Fortune 500 companies. Since 2001, Orion technology has displaced more than 477 megawatts, saving customers more than $710 million and reducing indirect carbon dioxide emissions by 6.1 million tons.
Orion Energy Systems Inc. (Nasdaq:OESX) is a leading power technology enterprise that designs, manufactures and implements energy management systems, consisting primarily of high-performance, energy-efficient lighting platforms, intelligent wireless control systems and direct renewable solar technology for commercial and industrial customers without compromising their operations. For more information, visit www.oesx.com.
The Orion Energy Systems, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4540
The photo is also available at Newscom, www.newscom.com, and via AP PhotoExpress.
CONTACT: Orion Energy Systems Inc.
Media Contact
Linda Diedrich, Director Corporate Communications
(920) 482-1988
ljd@oes1.com
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- Sixty-five percent of the institutions reported college-level credit-granting distance education courses, and 23 percent reported noncredit distance education courses.
- Sound travels through water 3 times faster than through air.
- Since 1890, about 100 million Americans have taken courses at a distance, including well-known people such as Franklin D. Roosevelt, Walter P. Chrysler, Walter Cronkite, Barry Goldwater, and Charles Schulz.
- Some very well-known colleges have failed in their efforts to create online divisions. Temple, New York University and Columbia have all had e-learning flops. Columbia, in fact, spent $15 million to start an online program that was eventually closed down.
- Bill Klem served the most seasons as major league umpire - 37 years, starting in 1905. He also officated 18 World Series.
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