Cognis GmbH
Cognis GmbH: Consent Solicitation launched by Cognis
Cognis GmbH / Statement Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- INVESTOR RELATIONS RELEASE Monheim, April 25, 2007 COGNIS, Monheim: Cognis GmbH ('Cognis') announced today that it has launched a consent solicitation (the 'Consent Solicitation') under its existing 9.5% Senior Notes due 2014 (the 'Senior Notes'). The Consent Solicitation seeks to (a) amend certain provisions of the indenture dated May 13, 2004 (the 'Indenture'); (b) waive certain provisions of the Indenture; (c) authorize the release of the security and guarantees set forth in the Indenture; and (d) replace the existing intercreditor agreement dated May 13, 2004. The Consent Solicitation has been launched to enable Cognis to take advantage of current, favourable market conditions and carry out refinancing of its current capital structure, reducing the overall cost of capital. Cognis plans to issue up to €1,650,000,000 (equivalent) of Floating Rate Senior Secured Notes and Loans due 2013 (the 'Financing'). The proceeds from the Financing will be used to repay all amounts outstanding under the existing Senior Facilities Agreement and Second Lien Loans, to redeem all of its Second Lien Notes and to redeem a portion of the outstanding Floating Rate Senior PIK Notes due 2015. Cognis also intends to enter into a new revolving credit facility of up to €250,000,000. Cognis does not intend to refinance the Senior Notes and no proceeds will be used to finance a payment to the existing private equity sponsors. Further details about the Consent Solicitation are available on the Company’s website (www.cognis.com) or via the Tabulation Agent (Yves Theis at Lucid Issuer Services, Tel: +44-20-7704 0880; Email: cognis@lucid-is.com). The Consent Solicitation deadline is 17:00 (London Time) May 01, 2007. ANY SECURITIES THAT MAY BE ISSUED WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. Within the United Kingdom, this Announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of ''investment professionals'' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (''relevant persons''). The investment or investment activity to which this Announcement relates is only available to and will only be engaged in with relevant persons and person who receive this Announcement who are not relevant persons should not rely or act upon it. About Cognis Cognis is a worldwide supplier of innovative specialty chemicals and nutritional ingredients, with a particular focus on the areas of wellness and sustainability. The company employs about 8,000 people, and it operates production sites and service centers in 30 countries. Cognis has dedicated its activities to a high level of sustainability and delivers natural source raw materials and ingredients for food, nutrition and healthcare markets, and the cosmetics, detergents and cleaners industries. Another main focus is on products for a number of other industries, such as coatings and inks, lubricants, textiles, as well as agriculture and mining. The company holds a 50-percent stake in the joint venture Cognis Oleochemicals, one of the world’s leading manufacturers of oleochemicals. Cognis is owned by private equity funds advised by Permira, GS Capital Partners, and SV Life Sciences. In 2006, Cognis recorded sales of 3.37 billion euros and an Adjusted EBITDA (operating result) of 394 million euros. Contact Monica Stephensons, Senior Manager Investor Relations Cognis Deutschland GmbH & Co. KG Phone: +49-2173-4995-279 E-mail: investor-relations@cognis.com Internet: www.cognis.com Susanne Sengel, Senior Manager Corporate Communications Cognis Deutschland GmbH & Co. KG Phone: +49-2173-4995-220 E-Mail: susanne.sengel@cognis.com Internet: www.cognis.com DGAP 25.04.2007 ---------------------------------------------------------------------- Language: English Issuer: Cognis GmbH Rheinpromenade 1 40789 Monheim Deutschland Phone: 02173-4995-279 Fax: 0211-2006-10279 E-mail: investor-relations@cognis.com www: www.cognis.com ISIN: XS0191508281 WKN: A0BM7Q Indices: Listed: Freiverkehr in Stuttgart; Open Market in Frankfurt End of News DGAP News-Service ---------------------------------------------------------------------------
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