SOURCE: Phibro Animal Health Corporation

Phibro Animal Health Corporation

July 07, 2010 16:04 ET

Phibro Animal Health Corporation Announces Receipt of Requisite Consents Pursuant to Its Consent Solicitations to Amend the Indentures for Its Two Existing Series of Notes

RIDGEFIELD PARK, NJ--(Marketwire - July 7, 2010) -  Phibro Animal Health Corporation ("PAHC") announced today, in connection with its previously announced tender offers and consent solicitations, that it has received consents of the holders of at least a majority in aggregate principal amount of each of its 10% Senior Notes due 2013 (the "10% Notes") and its 13% Senior Subordinated Notes due 2014 (the "13% Notes" and together with the 10% Notes, the "Existing Notes") to amend the indentures governing the Existing Notes. 

The consents received exceed the number needed to approve the proposed amendments to each of the indentures governing the Existing Notes. Tendered Existing Notes could have been withdrawn at any time on or prior to 5:00 p.m., New York City time, on Tuesday, July 6, 2010. Because the requisite consents have now been received, the applicable "Withdrawal Deadline" (as referred to in the Offer to Purchase and Consent Solicitation Statement dated June 24, 2010 (the "Offer to Purchase")) has occurred with respect to each series of Existing Notes, and any of the Existing Notes validly tendered and consents given prior to such time may no longer be validly withdrawn or revoked.

Holders can still tender their Existing Notes and provide their consents to the proposed amendments to the applicable indenture governing such series of Existing Notes prior to 5:00 p.m., New York City time, on Thursday, July 8, 2010, unless extended (the "Consent Payment Deadline"), to be eligible to receive the applicable total consideration for such tendered Existing Notes, including a consent payment as provided in the Offer to Purchase. Holders of Existing Notes tendered after the Consent Payment Deadline will not be eligible to receive a consent payment. The tender offers for each series of Existing Notes remain open for the tender of the Existing Notes not previously tendered and are scheduled to expire at 11:59 p.m., New York City time, on July 22, 2010, unless extended or earlier terminated.

A more comprehensive description of the tender offers and consent solicitations can be found in the Offer to Purchase and the related Letter of Transmittal.

This press release is neither an offer to purchase, a solicitation of an offer to sell securities nor a solicitation of consents, and no recommendation is made as to whether or not holders of the Existing Notes should tender their securities pursuant to the tender offers or deliver consents pursuant to the consent solicitations. The tender offers are made only by the Offer to Purchase and related Letter of Transmittal. Neither the tender offers nor consent solicitations are being made to holders of Existing Notes 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.

Company Description

PAHC is a diversified global developer, manufacturer and marketer of a broad range of animal health and nutrition products to the poultry, swine, cattle and aquaculture markets. PAHC is also a manufacturer and marketer of performance products for use in the ethanol, personal care, automotive, chemical catalyst and electronics markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend," or similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: our substantial leverage, ability to incur additional debt and potential inability to service our debt; an expansion of the regulatory restrictions on the use of antibiotics and antibacterials in food-producing animals could result in a decrease in our revenues; our dependence on suppliers having current regulatory approvals and the challenges of replacing any such suppliers; competition in each of our markets; a material part of our sales and gross profits are generated by antibiotics, antibacterials and other medicated products; risks associated with our international operations and significant foreign assets; our dependence on our Israeli and Brazilian operations; our operations, properties and subsidiaries are subject to a wide variety of complex and stringent federal, state, local and foreign environmental laws and regulations; extensive regulation by numerous government authorities in the United States and other countries; our raw materials are subject to price fluctuations; our reliance on the continued operation of our manufacturing facilities and application of our intellectual property; outbreaks of animal diseases could significantly reduce demand for our products; consolidation of competitors and certain customer or supplier groups; adverse U.S. and international economic market conditions; the risks of legal proceedings and general litigation expenses; potential operating hazards and uninsured risks; the risk of work stoppages; our dependence on key personnel; and a substantial majority of outstanding shares of our capital stock is owned by a single shareholder.

Contact Information

  • For additional information contact:
    Richard G. Johnson
    Chief Financial Officer
    (201) 329-7333

    Thomas G. Dagger
    Senior Vice President and General Counsel
    (201) 329-7370