EVANSVILLE, Ind. -- UCI International has commenced a tender offer for its Floating Rate Senior PIK Notes Due 2013 and a related consent solicitation. The offer is being issued in connection with the proposed merger of Uncle Acquisition 2010 Corp., an indirect wholly owned subsidiary of UCI Holdings Limited, with and into UCI International. UCI International will continue as the surviving corporation and an affiliate of Rank Group, a private group of companies based in New Zealand.

Under the terms of the tender offer, the total consideration to be paid for each Note validly tendered (and not validly withdrawn) prior to 5 p.m., New York City time, on Jan. 19, unless extended or earlier terminated, will be equal to $1,013.75 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of settlement. The total consideration includes a consent payment of $30 per $1,000 principal amount of the Notes, payable only to holders that validly tender their Notes and deliver their related consents to the proposed amendments described below prior to the Consent Deadline (without validly withdrawing such Notes or revoking such consents).

Holders that validly tender their Notes on or after the consent deadline will only receive $983.75 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of settlement. The tender offer will expire at 8 a.m., New York City time, on Feb. 3, unless extended or earlier terminated.

The tender offer and consent solicitation are subject to completion of the acquisition. The settlement date is expected to promptly follow the closing of the acquisition, which is expected to take place on or prior to Jan. 31.