Glastonbury-based Open Solutions Inc., a provider of integrated enabling technologies for financial institutions in the United States, Canada and other international markets, has launched a cash tender offer for its Senior Subordinated Convertible Notes due in 2035.
Open Solutions is offering to purchase any and all outstanding notes at a purchase price of $781.02 per $1,000 principal amount at maturity of the notes. Each note was issued at an original issue price of $533.36. In addition, tendering note holders will be entitled to receive and retain the cash interest payable on their notes on the next interest payment date of Feb. 2, 2007, in respect of any notes that they held of record on Jan. 15, 2007, the relevant record date.
The tender offer is being made on the terms and conditions in the Offer to Purchase dated Dec. 21, 2006, and related Letter of Transmittal. The tender offer will expire at midnight Eastern Standard Time on Jan. 22, 2007, unless Open Solutions chooses to extend or terminate the tender offer. Payments of the tender consideration for Notes validly tendered and not withdrawn prior to the expiration date and accepted for purchase will be made promptly after the expiration date.
Open Solutions is making the tender offer in connection with the proposed merger of Harpoon Merger Corp., an affiliate of The Carlyle Group and Providence Equity Partners, with and into Open Solutions. The tender offer is conditioned upon the consummation of the merger.
Wachovia Securities is dealer-manager for the tender offer. Questions regarding the tender offer may be directed to the Wachovia Securities Liability Management Group at (866) 309-6316, which is a toll-free number. D.F. King & Co. will act as the information agent and tender agent for the tender offer. Holders of the notes can obtain more information regarding the tender offer and receive additional copies of documents related to the tender offer by contacting D.F. King at (800) 431-9642 or (212) 269-5550.
Neither Open Solutions, the dealer-manager nor the information agent are making any recommendation as to whether notes should be tendered pursuant to the tender offer. Holders should determine whether to tender their notes pursuant to the tender offer based upon, among other things, their own assessment of the current market value of the notes, as well as their liquidity needs and investment objectives.
Rockville Announces Dividend
Rockville Financial, the parent company of Rockville Bank, has announced its second dividend since becoming a public company in the spring of 2005. The dividend, in the amount of 4 cents per share, was payable on Nov. 30, 2006, to shareholders of record as of the close of business on Nov. 20, 2006.
“We are happy to announce our second cash dividend to shareholders,” said William J. McGurk, president and chief executive officer of Rockville Bank. “We continue to enjoy solid growth because of our customers, businesses, employees, governance, communities, shareholders and others. We are committed to remaining independent and will pursue opportunities to enhance our future financial performance. Our focus on superior customer service will remain our top priority.”
Rockville Bank is an 18-branch community bank that strives to provide a convenient banking lifestyle for the communities it serves: Coventry, East Hartford, East Windsor, Ellington, Enfield, Glastonbury, Manchester, Rockville, Somers, South Glastonbury, South Windsor, Suffield, Tolland and Vernon. It operates four supermarket locations that are open seven days a week.