EVANSVILLE, Ind. -- UCI International has announced the expiration of the Consent Deadline in connection with its previously commenced tender offer for its Floating Rate Senior PIK Notes due 2013, and 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.

As of 5 p.m. EST on Jan. 19, approximately $315 million in principal amount of Notes was validly tendered and not withdrawn, and the related consents were validly delivered and not revoked, representing approximately 88.72 percent of the aggregate principal amount of the Notes then outstanding. This amount exceeded the amount of consents required to approve the elimination of certain covenants and related provisions in the indenture under which the Notes were issued.  As a result, the consent date for the Notes was Jan. 19. Under the terms of the tender offer and related consent solicitation, the total consideration to be paid for each Note validly tendered prior to the Consent Deadline, will be equal to $1,013.75 per $1,000 principal amount of such Note, plus accrued and unpaid interest to, but not including. The total consideration includes a consent payment of $30 per $1,000 principal amount of each Note tendered, payable only to holders that validly tendered their Notes and validly delivered their related consents to the Proposed Amendments (and did not validly withdraw their tenders and revoke the related consents) prior to the Consent Deadline.

Pursuant to the terms of the tender offer and related consent solicitation, the Notes validly tendered prior to the Consent Deadline, and any Notes validly tendered on or after the Consent Deadline, may not be withdrawn.

Based on the receipt of the required consents in connection with the tender offer and related consent solicitation, UCI International and the trustee under the Indenture expect to enter into a supplemental indenture reflecting the Proposed Amendments. The Proposed Amendments will become operative on the "Early Settlement Date," which UCI International expects to occur promptly following the closing of the Acquisition. The Acquisition is currently anticipated to close on Jan. 26, 2011.  

The tender offer will expire at 8 a.m. EST on Feb. 3, unless extended or terminated early.