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Exhibit (a)(1)(xii)
FOR IMMEDIATE RELEASE:
Contact: Jeffrey Ubben
ValueAct Capital Partners, L.P.
(415) 362-3700
Contact: Jeanne Carr
MacKenzie Partners, Inc.
(212) 929-5500
(800) 322-2885
KENETECH CORPORATION AND KC MERGER CORP.
ANNOUNCE REDUCTION OF MINIMUM CONDITION AND
EXTENSION OF TENDER OFFER FOR KENETECH SHARES
San Francisco, California - December 19, 2000 - KENETECH Corporation
(OTCBB: KWND.OB) and KC Merger Corp., an indirect, wholly-owned subsidiary of
ValueAct Capital Partners, L.P., today announced that they have amended their
Merger Agreement to reduce the minimum number of shares required to be tendered
in the $1.04 per share tender offer for all outstanding shares (including
associated preferred share purchase rights) of KENETECH to 73% of the
outstanding shares (excluding those shares held by Mr. Mark Lerdal). KC Merger
Corp. also announced that it is extending its offer to acquire all outstanding
shares of KENETECH until midnight, New York City time, on Wednesday, December
27, 2000. The offer was previously scheduled to expire at 5:00 p.m., New York
City time, on Tuesday, December 19, 2000.
Based on the latest count of tendered shares, approximately 15,163,249
shares of KENETECH common stock (and associated preferred share purchase rights)
(including 8,193 shares tendered pursuant to Notices of Guaranteed Delivery)
have been tendered and not withdrawn pursuant to the tender offer, representing
approximately 73.6% of the outstanding shares (excluding the shares held by Mr.
Mark Lerdal).
The new minimum number of shares, together with the shares to be acquired
by KC Merger Corp. from Mr. Mark Lerdal, will represent in excess of 82% of the
outstanding shares, thereby assuring a favorable vote, if one is required, on
the second-step merger. The reduction in the minimum number of shares required
to be tendered was made in order to facilitate the completion of the offer in
light of the number of shares tendered to date and the terms of the Merger
Agreement.
The amendment to the Merger Agreement was unanimously approved by the
KENETECH Board (other than Mr. Lerdal, who abstained) following the unanimous
recommendation of the independent Special Committee of the Board. The Board,
based on the unanimous recommendation of the Special Committee, continues to
recommend that the Company's stockholders accept the offer and tender their
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shares. The Merger Agreement was also amended to extend the date after which
either party could terminate it from December 27, 2000 to January 15, 2001, in
the event the shares had not been purchased by KC Merger Corp.
KC Merger Corp. stated that it does not intend to further extend the offer
if the reduced minimum condition is not satisfied.
As a consequence of the extension of the expiration date, holders of
KENETECH common stock may tender or withdraw shares until midnight, New York
City time, on December 27, 2000, unless the offer is further extended.
The tender offer is being made through, and the foregoing is qualified in
its entirety by reference to, a Tender Offer Statement on Schedule TO, including
the Offer to Purchase, dated November 6, 2000, the Supplement to the Offer to
Purchase, dated November 26, 2000, and the related letter of transmittal, each
filed as exhibits to such Schedule TO, and any and all amendments thereto. A
complete copy of the amendment to the Merger Agreement has been filed as an
exhibit to the Schedule TO. KENETECH stockholders should read such documents
completely prior to making any decision as to the tender offer. These materials
are available for free at the SEC's Website at www.sec.gov.
Questions and requests for assistance with respect to the offer may be
directed to MacKenzie Partners, Inc., the information agent for the offer, at
(800) 322-2885.
FORWARD LOOKING STATEMENTS
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 (the "Safe Harbor Provisions"). KC Merger Corp. and KENETECH
Corporation are under no obligation to (and expressly disclaim any such
obligation to) update or alter their forward-looking statements whether as a
result of new information, future events or otherwise. The Safe Harbor
Provisions are not applicable to the foregoing communications to the extent that
they constitute tender offer materials.
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