Livonia, Mich. - Valassis, one of the nation's leading media and marketing services companies, announced today that it has commenced a cash tender offer (the "Offer") to purchase up to $270 million aggregate principal amount (the "Maximum Tender Amount") of its outstanding 8 1/4% Senior Notes due 2015 (the "Notes") at a purchase price equal to $1,070 per $1,000 principal amount of Notes purchased, plus accrued and unpaid interest to, but not including, the settlement date. The complete terms and conditions of the Offer are set forth in the Offer to Purchase, dated May 12, 2010, and the related Letter of Transmittal.
If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount, the amount of Notes purchased will be prorated based on the aggregate principal amount of Notes tendered, rounded down to the nearest integral multiple of $1,000.
The Offer is not conditioned on any minimum amount of Notes tendered, but is conditioned upon the satisfaction or waiver of certain conditions which are described more fully in the Offer to Purchase.
The Offer is scheduled to expire at 12:00 Midnight, New York City time, on June 9, 2010, unless Valassis extends or earlier terminates the Offer in its sole discretion (such time and date, as they may be extended, the "Expiration Date"). Tendered Notes may be withdrawn from the Offer at or prior to the Expiration Date. Any Notes purchased pursuant to the Offer will be cancelled, and those Notes will cease to be outstanding. Payment for the Notes validly tendered and not validly withdrawn at or prior to the Expiration Date will occur promptly after the Expiration Date.
Valassis has retained J.P. Morgan Securities Inc. to act as Dealer Manager in connection with the Offer. Wells Fargo Bank, National Association has been retained to act as the Depositary for the Offer, and i-Deal LLC has been retained to act as the Information Agent for the Offer.
The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders beginning today. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from i-Deal LLC.