Corning Incorporated (NYSE:GLW) today commenced a tender offer for
up to 100 percent of its outstanding EUR 300 million 6.25 percent
notes due 2010. The principal amount of the notes outstanding is EUR
206 million.
The tender offer is scheduled to expire at 5:00 p.m. Greenwich
Mean Time (GMT) on March 1, 2007, unless extended or earlier
terminated by Corning. Corning's obligation to purchase notes in the
tender offer is subject to customary conditions, but is not
conditioned on a minimum amount of notes being tendered.
The purchase price for each EUR 1,000 principal amount of notes
validly tendered and accepted for payment pursuant to the offer will
be determined at 1:00 p.m. GMT on March 2, 2007, as described in the
Offer to Purchase, dated February 16, 2007. The purchase price will be
based on a yield to maturity equal to a fixed spread of 16 basis
points plus the yield on the Bundesobligation 3.50 per cent due
October 9, 2009 (OBL #145). The purchase price will be announced by
press release promptly after its determination. Holders whose notes
are purchased in the tender offer will also receive accrued and unpaid
interest on the principal amount of notes purchased up to, but not
including, the Settlement Date. The consummation of the tender for the
6.25 percent notes is subject to certain other conditions described in
the Offer to Purchase. Subject to applicable law, Corning may, at its
sole discretion, waive any condition applicable to the tender and may
extend, terminate, or otherwise amend the tender offer.
Settlement of the tender offer is expected to occur on March 6,
2007, the second business day following the Price Determination Date.
Corning has retained J. P. Morgan Securities Ltd. to serve as the
dealer manager for the tender offer and The Bank of New York to serve
as the tender agent for the tender offer. Holders of the Notes should
read the Offer to Purchase because it contains important information
about the tender offer. Copies of the Offer to Purchase may be
obtained at no charge from the tender agent by calling +44 (0) 207 964
8819. Additional information concerning the terms of the tender,
including all questions relating to the mechanics of the tender, may
be obtained by contacting the dealer manager at +44 (0) 207 779 2468.
This news release does not constitute an offer to purchase any
securities or a solicitation of an offer to sell any securities. The
tender offer is being made only pursuant to the Offer to Purchase and
only to such persons and in such jurisdictions as are permitted under
applicable law. See full restrictions below.
Offer Restrictions
United States
The offer is not being made, directly or indirectly, to beneficial
owners of notes who are located in the United States or are U.S.
persons (within the meaning of Regulation S under the U.S. Securities
Act 1933, as amended (the "Securities Act")) and notes may not be
offered for sale by or on behalf of such persons. Accordingly, copies
of the Offer to Purchase and any related documents are not being and
must not be distributed, forwarded, mailed, transmitted or sent to
such persons and such persons receiving the Offer to Purchase must not
distribute, forward, mail, transmit or send it or any related
documents to such persons. Tenders made by a resident of the United
States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States, or by any U.S. person, will not be accepted.
Italy
The offer is not being made in the Republic of Italy. The offer
and the Offer to Purchase have not been submitted to the clearance
procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly,
holders of notes are hereby notified that, to the extent such holders
of notes are persons resident and/or located in the Republic of Italy,
the offer is not available to them and they may not tender notes in
respect of the offer and, as such, any tenders received from or on
behalf of such holders of notes shall be ineffective and void. Neither
the Offer to Purchase nor any other solicitation material relating to
the offer or the notes may be distributed or made available in the
Republic of Italy.
United Kingdom
The communication of the Offer to Purchase is not being made, and
the Offer to Purchase has not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, the Offer to Purchase is not being distributed
to, and must not be passed on to, the general public in the United
Kingdom. Rather, the communication of the Offer to Purchase as a
financial promotion is only being made by Corning, or the dealer
manager to, and is directed only at: (a) persons outside the United
Kingdom; (b) those persons falling within the definition of Investment
Professionals (contained in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"))
or within Article 43 of the Order, or other persons to whom it may
lawfully be communicated in accordance with the Order; or (c) any
person to whom it may otherwise lawfully be made in accordance with
the Order (such persons together being "relevant persons").
Belgium
In Belgium, the offer is not being and will not be made, directly
or indirectly, to, or for the account of, any person other than to
professional or institutional investors referred to in article 3,
2(degree) of the Belgian royal decree of 7 July 1999 on the public
character of financial operations (the "Public Decree"), each acting
on their own account. The Offer to Purchase has not been and will not
be submitted to nor approved by the Belgian Banking, Finance and
Insurance Commission (Commission Bancaire, Financiere et des
Assurances/Commissie voor het Bank, Financie en assurantiewezen) and
accordingly may not be used in connection with any solicitation in
Belgium except as may otherwise be permitted by Belgian law.
France
The Offer to Purchase has not been submitted to the clearance of
the Autorite des Marches Financiers.
About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in
specialty glass and ceramics. Drawing on more than 150 years of
materials science and process engineering knowledge, Corning creates
and makes keystone components that enable high-technology systems for
consumer electronics, mobile emissions control, telecommunications and
life sciences. Our products include glass substrates for LCD
televisions, computer monitors and laptops; ceramic substrates and
filters for mobile emission control systems; optical fiber, cable,
hardware & equipment for telecommunications networks; optical
biosensors for drug discovery; and other advanced optics and specialty
glass solutions for a number of industries including semiconductor,
aerospace, defense, astronomy and metrology.
