CEVA Group Plc (“CEVA” or the “Company”) announced today that the consent time (the “Consent Time”) in respect of its previously announced private offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) made pursuant to the confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated as of March 8, 2017, has been extended from 5:00 p.m., New York City time on March 22, 2017 to 5:00 p.m., New York City time, on March 23, 2017, unless extended or earlier terminated.
As of 5:00 p.m., New York City time, on March 22, 2017, valid tenders and consents had been received from eligible holders of approximately $346.1 million aggregate principal amount (88.8%) of CEVA’s 4.00% First Lien Senior Secured Notes due 2018 (the “Existing Notes”). All eligible holders of Existing Notes who have previously validly tendered, and not validly withdrawn, consents (and do not wish to withdraw) do not need to retender such Existing Notes or redeliver such related consents or take any other action in response to the extension of the Consent Time. Tendered Existing Notes may not be withdrawn after the Consent Time.
CEVA has the right to amend, terminate or withdraw the Exchange Offer and Consent Solicitation, at any time and for any reason, including if any of the conditions to the Exchange Offer are not satisfied. For example, CEVA reserves the right to amend the proposed amendments being sought in the Consent Solicitation to provide that upon receipt of the consent of holders of not less than 90% of the outstanding principal amount of Existing Notes, the terms of any Existing Notes that are not tendered in the Exchange Offer may be modified materially and adversely without the consent of such non-tendering holders, including, among other things, to extend their scheduled maturity to beyond May 1, 2018.
As previously announced, the Exchange Offer is scheduled to expire at 11:59 p.m., New York City time on April 4, 2017, unless extended or earlier terminated (such time and date, as it may be extended, the “Expiration Time”). Eligible holders may tender their Existing Notes until the Expiration Time. Except as set forth herein, the complete terms and conditions of the Exchange Offer and the Consent Solicitation remain the same as set forth in the Offering Memorandum.
Neither CEVA nor any other person makes any recommendation as to whether eligible holders should tender their Existing Notes in the Exchange Offer or provide the consent to the proposed amendments to the indenture governing the Existing Notes in the Consent Solicitation, and no one has been authorized to make such a recommendation. Eligible holders of the Existing Notes should read carefully the Offering Memorandum before making an investment decision to participate in the Exchange Offer. In addition, eligible holders must make their own decisions as to whether to tender their Existing Notes in the Exchange Offer, and if they so decide, the principal amount of the Existing Notes to tender.
CEVA’s new 9.00% First Lien Senior Secured Notes due 2020 (the “New Notes”) being offered in the Exchange Offer have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Exchange Offer is being made, and the New Notes are being offered and issued only (i) in the United States, to holders of Existing Notes who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) outside the United States, to holders of Existing Notes who (A) are not “U.S. persons” (as defined in Rule 902 under the Securities Act) and (B) are also “non-U.S. qualified offerees” (as defined in the letter of eligibility), in reliance on Regulation S of the Securities Act. The Exchange Offer is made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offer is subject to certain significant conditions. The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and the other documents relating to the Exchange Offer which have been distributed to eligible holders of the Existing Notes.
Documents relating to the Exchange Offer, including the Offering Memorandum, will only be distributed to holders of Existing Notes who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offer. Holders of Existing Notes who desire a copy of the eligibility letter should visit www.dfking.com/ceva or contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offer, located in New York, at +1 (800) 628-8532 or +1 (212) 269-5550 or ceva@dfking.com.
