HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--Nov. 9, 2005--General
Cable Corporation (NYSE:BGC) a leading global supplier of wire and
cable products for the energy, specialty, industrial, and
communications markets, announced today that it has commenced an offer
(the "Offer") to pay a cash premium to holders of its 5.75% Series A
Redeemable Convertible Preferred Stock who elect to convert their
Preferred Stock into shares of General Cable common stock.
General Cable is offering the following consideration for each of
the 2,069,907 shares of Preferred Stock currently outstanding that is
converted in the Offer:
a cash premium of $7.88, subject to adjustment, or $16.3
million if all shares of Preferred Stock were converted; and
4.998 shares of common stock of General Cable Corporation,
subject to adjustment, or approximately 10,345,395 shares of
common stock if all shares of Preferred Stock were converted;
and
accrued, unpaid and accumulated dividends on the Preferred
Stock from November 24, 2005 to the date immediately preceding
the settlement date of the Offer, payable in cash.
The Offer will expire at 5:00 p.m., New York City time, on
December 9, 2005 unless extended or terminated. General Cable's
obligation to accept shares of Preferred Stock for conversion and pay
the conversion consideration in the Offer is conditioned, among other
things, on General Cable's ability to obtain an amendment to General
Cable's senior secured facility to permit it to borrow the aggregate
amount of such consideration and the other costs and expenses of the
Offer.
A registration statement relating to the shares of common stock to
be offered has been filed with the Securities and Exchange Commission,
but has not yet become effective.
This news release is neither an offer to convert or exchange nor a
solicitation of an offer to convert or exchange the securities
described above. The Offer is made solely by the Conversion Offer
Prospectus dated November 9, 2005 and any Prospectus supplements
thereto.
The Offer is being made pursuant to a Conversion Offer Prospectus
and related documents. The Company has retained Merrill Lynch & Co. as
Dealer Manager for the Offer, D.F. King & Co., Inc. as information
agent, and Mellon Investor Services LLC as conversion agent. If you
are interested in participating in this Offer, you should review all
of the terms and conditions of the Offer in the Conversion Offer
Prospectus and related documents. Requests for the Conversion Offer
Prospectus relating to the Offer and other documents should be
directed to D.F. King & Co., Inc. at (212) 269-5550. Questions
regarding the Offer should be directed to Merrill Lynch & Co. at (888)
654-8637. Questions regarding procedures to follow in the Offer should
be directed to Mellon Investor Services LLC at (800) 685-4258.
General Cable (NYSE:BGC), headquartered in Highland Heights,
Kentucky, is a leader in the development, design, manufacture,
marketing and distribution of copper, aluminum and fiber optic wire
and cable products for the energy, industrial, specialty and
communications markets.
Certain statements in this press release, including without
limitation, statements regarding future financial results and
performance, plans and objectives, capital expenditures and the
Company's or management's beliefs, expectations or opinions, are
forward-looking statements. Actual results may differ materially from
those statements as a result of factors, risks and uncertainties over
which the Company has no control. Such factors include economic and
political consequences resulting from the September 2001 terrorist
attack and the war with Iraq, economic consequences arising from
natural disasters and other similar catastrophes, such as floods,
earthquakes, hurricanes and tsunamis; domestic and local country price
competition, particularly in certain segments of the power cable
market and other competitive pressures; general economic conditions,
particularly in construction; changes in customer or distributor
purchasing patterns in our business segments; the Company's ability to
increase manufacturing capacity and productivity; the financial impact
of any future plant closures; the Company's ability to successfully
complete and integrate acquisitions and divestitures; the Company's
ability to negotiate extensions of labor agreements on acceptable
terms; the Company's ability to service debt requirements and maintain
adequate domestic and international credit facilities and credit
lines; the Company's ability to pay dividends on its preferred stock;
the impact of unexpected future judgments or settlements of claims and
litigation; the Company's ability to achieve target returns on
investments in its defined benefit plans; the Company's ability to
avoid limitations on utilization of net losses for income tax
purposes; the cost and availability of raw materials, including
copper, aluminum and petrochemicals, generally and as a consequence of
hurricanes Katrina and Rita; the Company's ability to increase its
selling prices during periods of increasing raw material costs; the
impact of foreign currency fluctuations; the impact of technological
changes; and other factors which are discussed in the Company's
Conversion Offer Prospectus dated November 9, 2005 and the Company's
Report on Form 10-K filed with the Securities and Exchange Commission
on March 30, 2005, as well as periodic reports filed with the
Commission.
CONTACT: General Cable Corporation
Michael P. Dickerson, 859-572-8684
SOURCE: General Cable Corporation
