Tektronix to Offer $300 Million Senior Convertible NotesTektronix, Inc. (NYSE: TEK) today announced its intention to offer, subject to market and
other conditions, $300 million principal amount of Senior Convertible Notes
due 2012 through offerings to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). The notes will be convertible under certain circumstances. Upon
conversion, holders will receive cash up to the principal amount, and any
excess conversion value will be delivered, at our election, in cash, common
stock or a combination of cash and common stock. Tektronix also expects to
grant the initial purchasers an option to purchase additional notes to
cover overallotments.
In addition, Tektronix expects to enter into separate convertible note
hedge and warrant transactions with one or more of the initial purchasers
of the notes and/or their affiliates. These transactions are intended to
reduce potential dilution to Tektronix common stock upon potential future
conversion of the notes and generally have the effect on the company of
increasing the conversion price of the notes. In connection with these
transactions, the hedge counterparties have advised Tektronix that they or
their affiliates may enter into various derivative transactions with
respect to Tektronix’ common stock concurrently with or shortly following
pricing of the notes. These activities could have the effect of increasing
or preventing a decline in the price of Tektronix common stock concurrently
or following the pricing of the notes. In addition, the hedge
counterparties or their affiliates may from time to time, following the
pricing of the notes, enter into or unwind various derivative transactions
with respect to Tektronix common stock and/or purchase or sell Tektronix
common stock in secondary market transactions. These activities could have
the effect of decreasing the price of Tektronix common stock and could
affect the price of the notes.
Tektronix expects to use a portion of the net proceeds from the
offering to repurchase approximately $100 million worth of shares of its
common stock in privately negotiated transactions contemporaneously with
the closing of the sale of the notes. In addition, net proceeds from the
offering will be used to fund the net cost of the above-described
convertible note hedge and warrant transactions. Any remaining net proceeds
from the offering will be used to repurchase additional shares of Tektronix
common stock under the company’s share repurchase program and for general
corporate purposes.
This notice does not constitute an offer to sell or the solicitation of
an offer to buy securities. Any offers of the securities will be made only
by means of a private offering memorandum. The securities and the shares of
Tektronix common stock issuable upon conversion or exercise of the
securities have not been, and will not be, registered under the Securities
Act or the securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements.
About Tektronix
Tektronix is a leading supplier of test, measurement, and monitoring
products, solutions and services for the communications, computer, and
semiconductor industries - as well as military/aerospace, consumer
electronics, education and a broad range of other industries worldwide.
Headquartered in Beaverton, Oregon, Tektronix has operations in 19
countries worldwide.
