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FEI Company Announces Proposed $100 Million Convertible Subordinated Notes Offering

HILLSBORO, Ore., May 15 /PRNewswire-FirstCall/ -- FEI Company (Nasdaq: FEIC) today announced that it intends to offer, subject to market conditions and other factors, $100 million aggregate principal amount of convertible subordinated notes due 2013. This offering will be made through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

The interest rate, terms of conversion, offering price and other terms of the notes will be determined by negotiations between FEI and the initial purchasers of the notes. FEI expects to grant the initial purchasers of the notes a 30-day over-allotment option to purchase up to an additional $15 million aggregate principal amount of the notes.

FEI intends to use the net proceeds from this offering for the repurchase or redemption of certain of its existing convertible subordinated notes, repurchases of its common stock in connection with this offering and general corporate purposes, including capital expenditures, research and development, other stock buybacks and potential investments in and acquisitions of complementary businesses, partnerships, minority investments, products or technologies, to fund further enhancements of its operating infrastructure and for working capital.

The notes and common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Safe Harbor Statement

This news release contains forward-looking statements that include plans to issue the notes and expected use of the proceeds. Factors that could affect these forward-looking statements include, but are not limited to, market demand for FEI's securities, pricing available for the sale of the notes or the repurchase of common stock, and the success of and additional costs of potential acquisitions and other investments. Please also refer to our Form 10-K, Forms 10-Q, Forms 8-K and other filings with the U.S. Securities and Exchange Commission for additional information on these factors and other factors that could cause actual results to differ materially from the forward-looking statements. FEI assumes no duty to update forward-looking statements.

SOURCE FEI Company
05/15/2006
CONTACT: Fletcher Chamberlin, Investor Relations of FEI Company, +1-503-726-7710, or fchamberlin@feico.com
Web site: http://www.feicompany.com
(FEIC)
05/15/2006 07:44 EDT http://www.prnewswire.com

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding FEI Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.