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In many cases, the end of the year gives you time to step back and take stock of the last 12 months. This is when many of us take a hard look at what worked and what did not, complete performance reviews, and formulate plans for the coming year. For me, it is all of those things plus a time when I u...
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Minerva Luxembourg S.A. Announces Final Results Of HSBC Securities (USA) Inc.'s Tender Offer For Any And All 9.50% Notes Due 2017; Tender Offer And Consent Solicitation For Any And All 10.875% Notes Due 2019; And Tender Offer And Consent Solicitation For

SAO PAULO, Feb. 11, 2013 /PRNewswire/ -- Minerva Luxembourg S.A. ("Minerva Luxembourg"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), today announced the final results in connection with HSBC Securities (USA) Inc.'s (the "Offeror") previously announced (i) offer to purchase for cash (the "2017 Notes Tender Offer") any and all of Minerva Luxembourg's outstanding 9.50% Notes due 2017 (the "2017 Notes"), (ii) offer to purchase for cash (the "2019 Notes Tender Offer") and consent solicitation (the "2019 Notes Consent Solicitation") with respect to any and all of Minerva Luxembourg's outstanding 10.875% Notes due 2019 (the "2019 Notes") and (iii) offer to purchase for cash (the "2022 Notes Tender Offer" and, together with the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, the "Tender Offers") and consent solicitation (the "2022 Notes Consent Solicitation" and, together with the 2019 Notes Consent Solicitation, the "Consent Solicitations") with respect to Minerva Luxembourg's outstanding 12.250% Notes due 2022 (the "2022 Notes" and, together with the 2017 Notes and the 2019 Notes, the "Notes") in an aggregate principal amount such that the amount of 2022 Notes Total Consideration and 2022 Notes Tender Offer Consideration (each as defined in the Offer Documents (as defined below)) paid by the Offeror does not exceed (x) U.S.$850.0 million less (y) the aggregate 2017 Notes Total Consideration and 2019 Notes Total Consideration (each as defined in the Offer Documents) paid by the Offeror to the holders of 2017 Notes and 2019 Notes, respectively, whose Notes were validly tendered and accepted for purchase on the Early Settlement Date (as defined below) pursuant to the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, respectively (the "2022 Notes Maximum Tender Amount").

The Tender Offers expired at 12:00 Midnight, New York City time, on February 8, 2013 (the "Expiration Date"). Minerva Luxembourg has been advised that, as of the Expiration Date, (i) U.S.$10,685,000 in aggregate principal amount of the 2017 Notes, or approximately 32% of the 2017 Notes outstanding as of the launch of the 2017 Notes Tender Offer, had been validly tendered pursuant to the 2017 Notes Tender Offer, including U.S.$9,085,000 in aggregate principal amount of the 2017 Notes, or approximately 27% of the 2017 Notes outstanding as of the launch of the 2017 Notes Tender Offer, that were validly tendered at or prior to 5:00 p.m., New York City time, on January 25, 2013 (the "Early Tender Date"), (ii) U.S.$317,976,000 in aggregate principal amount of the 2019 Notes, or approximately 85% of the 2019 Notes outstanding as of the launch of the 2019 Notes Tender Offer, had been validly tendered pursuant to the 2019 Notes Tender Offer, including U.S.$313,906,000 in aggregate principal amount of the 2019 Notes, or approximately 84% of the 2019 Notes outstanding as of the launch of the 2019 Notes Tender Offer, that were validly tendered at or prior to the Early Tender Date, and (iii) U.S.$320,137,000 in aggregate principal amount of the 2022 Notes, or approximately 71% of the 2022 Notes outstanding as of the launch of the 2022 Notes Tender Offer, had been validly tendered pursuant to the 2022 Notes Tender Offer, including U.S.$317,482,000 in aggregate principal amount of the 2022 Notes, or approximately 71% of the 2022 Notes outstanding as of the launch of the 2022 Notes Tender Offer, that were validly tendered at or prior to the Early Tender Date. All Notes validly tendered at or prior to the Early Tender Date were accepted in full by the Offeror on January 30, 2013, without pro-ration. All Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date will be accepted in full by the Offeror, without pro-ration.

The Tender Offers and the Consent Solicitations were made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated January 11, 2013 (as supplemented by the supplement, dated January 18, 2013), and the related Letter of Transmittal and Consent (together, the "Offer Documents").

Holders who have validly tendered their Notes after the Early Tender Date but at or prior to the Expiration Date are eligible to receive the 2017 Notes Tender Offer Consideration, the 2019 Notes Tender Offer Consideration or the 2022 Notes Tender Offer Consideration, as applicable, plus accrued and unpaid interest up to, but not including, the final settlement date for the Notes (the "Final Settlement Date"), which is expected to occur on or about February 13, 2013. The Offeror intends to pay for all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase pursuant to the Tender Offers on the Final Settlement Date.

Banco BTG Pactual – Cayman Branch ("BTG"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and HSBC Securities (USA) Inc. ("HSBC") acted as Dealer Managers and Solicitation Agents in connection with the Tender Offers and the Consent Solicitations. Questions regarding the Tender Offers and the Consent Solicitations may be directed to BTG, Credit Suisse or HSBC at their telephone numbers set forth on the back cover of each of the Offer Documents. D.F. King & Co., Inc. acted as the information agent for the Tender Offers and the Consent Solicitations and requests for documents may be directed to D.F. King & Co., Inc. at +1 (800) 488-8035 (toll free), +1 (212) 269-5550 (collect) or Minerva@dfking.com.

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including statements regarding the terms of the Tender Offers. These statements are merely projections and as such are based exclusively on management's expectations for Minerva, the business of the Offeror and Minerva and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Minerva Luxembourg S.A.

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