16 Mar, 2010 01:39 CET
MONTREAL, QUEBEC--(Marketwire - March 15, 2010) - NOT FOR DISTRIBUTION TO ANYPERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALYBombardier Inc. today announced that it has upsized its previously announcedcash tender offer (the "Tender Offer") for Bombardier's 6.75% Notes due 2012(CUSIP/ISIN Nos. 097751AG6 / USC10602AG20) (the "6.75% Notes"), 6.30% Notes due2014 (CUSIP/ISIN Nos. 097751AH4 / USC10602AH03) (the "6.30% Notes" and,collectively with the 6.75% Notes, the "U.S. Dollar Notes") and Floating RateSenior Notes due 2013 (Common Code/ISIN No. 027397891 / XS0273978592) (the"Floating Rate Notes" and, collectively with the U.S. Dollar Notes, the"Notes").Under the terms of the upsized offer, Bombardier is offering to purchase forcash up to US$1.0 billion aggregate principal amount (the "Tender Cap") of Notesbased on the order of priority set forth in Bombardier's Offer to Purchase datedMarch 15, 2010 and, in respect of 6.75% Notes and 6.30% Notes only, the relatedLetter of Transmittal. The upsized Tender Offer represents an increase of US$450million to the Tender Cap previously announced by Bombardier.All remaining terms of the Tender Offer previously announced are unchanged. Inparticular, the Early Participation Date, Withdrawal Date, Expiration Date andAcceptance Priority Levels remain unchanged. In addition, the Tender Offerremains subject to the satisfaction or waiver of a number of conditions,including Bombardier's completion of a financing transaction, on termsreasonably satisfactory to Bombardier, pursuant to which Bombardier receives noless than US$1.0 billion in aggregate gross proceeds (exclusive of fees,expenses and discounts). In this regard, it is anticipated that the Tender Offerwill be financed with a portion of the net proceeds of Bombardier's offering ofUS$1.5 billion aggregate principal amount of new senior notes, the pricing ofwhich was announced earlier today. This offering of senior notes, which waseffected on a private placement basis exempt from the registration requirementsof the United States Securities Act of 1933, as amended (the "Securities Act"),is expected to be completed on March 29, 2010.Provided that the conditions to the Tender Offer are satisfied, Bombardieranticipates that it will accept for purchase and pay for 6.75% Notes validlytendered and not validly withdrawn at or prior to the Early Participation Datewithin three business days following the Early Participation Date (the "EarlyAcceptance Date"), and that it will accept for purchase and pay for 6.75% Notesvalidly tendered prior to the Expiration Date and not validly withdrawn and notpreviously accepted on the Early Acceptance Date, as well as 6.30% Notes andFloating Rate Notes, subject to possible proration, validly tendered and notvalidly withdrawn prior to the Expiration Date within three business daysfollowing the Expiration Date.For additional information regarding the terms of the Tender Offer with respectto the U.S. Dollar Notes, please contact J.P. Morgan Securities Inc. at (866)834-4666 (toll free) or (212) 834-3424 (collect) or Deutsche Bank SecuritiesInc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for acopy of the Offer to Purchase and the Letter of Transmittal relating to the U.S.Dollar Notes, and questions regarding the tender of U.S. Dollar Notes may bedirected to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banksand brokers) or <mailto: >.For additional information regarding the terms of the Tender Offer with respectto the Floating Rate Notes, please contact J.P. Morgan Securities Ltd. at +44(0)20 7325 9633 or Deutsche Bank AG, London Branch, at +44 20 7545 8011.Requests for a copy of the Offer to Purchase and questions regarding the tenderof Floating Rate Notes may be directed to Lucid Issuer Services Limited at +4420 7704 0880 or <mailto: >.This announcement does not constitute an offer to buy or the solicitation of anoffer to sell any securities in any jurisdiction or in any circumstances inwhich such offer or solicitation is unlawful. In those jurisdictions where thesecurities, blue sky or other laws require the Tender Offer to be made by alicensed broker or dealer, the Tender Offer will be deemed to be made by theDealer Managers or one or more registered brokers or dealers licensed under thelaws of such jurisdiction. The securities mentioned herein have not been andwill not be registered under the Securities Act, or the securities laws of anyother jurisdiction, and may not be offered or sold in the United States absentregistration under, or an applicable exemption from the registrationrequirements of, the Securities Act. The securities mentioned herein have notbeen and will not be qualified for sale to the public under applicable Canadiansecurities laws and, accordingly, any offer and sale of the securities in Canadawill be made on a basis which is exempt from the prospectus and dealerregistration requirements of such securities laws.None of Bombardier or its board of directors, the dealer managers, the tenderagent, depositary or information agents, or the trustees for the respectiveseries of Notes makes any recommendation that holders tender or refrain fromtendering all or any portion of the principal amount of their Notes, and no onehas been authorized by us or any of them to make such a recommendation. Holdersmust make their own decision as to whether to tender their Notes, and, if so,the principal amount of Notes to tender.The communication of this announcement and any other documents or materialsrelating to the Tender Offer is not being made and such documents and/ormaterials have not been approved by an authorised person for the purposes ofsection 21 of the Financial Services and Markets Act 2000. Accordingly, suchdocuments and/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom. The communication of suchdocuments and/or materials as a financial promotion is only being made to thosepersons in the United Kingdom falling within the definition of investmentprofessionals (as defined in Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who arewithin Article 43(2) of the Order, or to any persons to whom it may otherwiselawfully be made under the Order.The Tender Offer is not being, and will not be, made, directly or indirectly, inthe Republic of Italy ("Italy"). The Tender Offer has not been, and will not be,submitted to the clearance procedures of the Commissione Nazionale per leSocieta e la Borsa ("CONSOB") and/or the Bank of Italy pursuant to Italian lawsand regulations. Neither the Offer to Purchase nor any other documents ormaterials relating to the Tender Offer or the Notes may be distributed or madeavailable in Italy.Neither this announcement nor any other documents or materials relating to theTender Offer have been submitted to or will be submitted for approval orrecognition to the Belgian Banking, Finance and Insurance Commission (Commissionbancaire, financiere et des assurances/Commissie voor het Bank-, Financie- enAssurantiewezen) and, accordingly, the Tender Offer may not be made in theKingdom of Belgium ("Belgium") by way of a public offering, as defined inArticle 3 of the Belgian Law of 1 April 2007 on public takeover bids or asdefined in Article 3 of the Belgian Law of 16 June 2006 on the public offer ofplacement instruments and the admission to trading of placement instruments onregulated markets (together, the "Belgian Public Offer Law"), each as amended orreplaced from time to time. Accordingly, the Tender Offer may not be advertisedand the Tender Offer will not be extended, and neither this announcement nor anyother documents or materials relating to the Tender Offer (including anymemorandum, information circular, brochure or any similar documents) has been orshall be distributed or made available, directly or indirectly, to any person inBelgium other than "qualified investors" in the sense of Article 10 of theBelgian Public Offer Law (as amended from time to time), acting on their ownaccount.The Tender Offer is not being made, directly or indirectly, to the public in theRepublic of France ("France"). Neither this announcement nor any other documentsor materials relating to the Tender Offer have been or shall be distributed tothe public in France and only (i) providers of investment services relating toportfolio management for the account of third parties (personnes fournissant leservice d'investissement de gestion de portefeuille pour compte de tiers) and/or(ii) qualified investors (investisseurs qualifies) other than individuals, allas defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 toD.411-3 of the French Code monetaire et financier, are eligible to participatein the Tender Offer. The Offer to Purchase has not been and will not besubmitted for clearance to nor approved by France's Autorite des MarchesFinanciers.Certain statements in this announcement are forward-looking statements based oncurrent expectations. By their nature, forward-looking statements require us tomake assumptions and are subject to important known and unknown risks anduncertainties, which may cause our actual results in future periods to differmaterially from those set forth in the forward-looking statements. Foradditional information with regarding these risks and uncertainties, and theassumptions underlying the forward-looking statements, please refer to the Offerto Purchase.About BombardierA world-leading manufacturer of innovative transportation solutions, fromcommercial aircraft and business jets to rail transportation equipment, systemsand services, Bombardier Inc. is a global corporation headquartered in Canada.Its revenues for the fiscal year ended Jan. 31, 2009, were $19.7 billion US, andits shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listedas an index component to the Dow Jones Sustainability World and North Americaindexes. News and information are available at http://www.bombardier.com">www.bombardier.com<http://www.bombardier.com>.Contacts:Bombardier Inc.Isabelle RondeauDirector, Communications514-861-9481Bombardier Inc.Shirley ChenierSenior Director, Investor Relations514-861-9481http://www.bombardier.com">www.bombardier.com<http://www.bombardier.com>[HUG#1394220]