NORWALK, CT, February 23, 2004 – Trans-Lux Corporation (AMEX: TLX), a leading supplier of programmable electronic information displays and owner/operator of cinemas, today announced it will be making an Exchange Offer on or before March 1, 2004 pursuant to which Trans-Lux Corporation (the “Company”) will offer to exchange (the “Exchange Offer”) $1,000 principal amount of its new 8¼% Limited Convertible Senior Subordinated Notes due 2012 (“New Notes”) for each $1,000 principal amount of its 7½% Convertible Subordinated Notes due 2006 (“Old Notes”).; The offer will be for up to $15,000,000 principal amount, or 49.7% of the $30,177,000 principal amount outstanding of the Old Notes. If more than $15,000,000 principal amount of the Old Notes are tendered, all tenders will be accepted pro rata unless the Company elects to accept all such tendered Old Notes. If less than $4,000,000 of the Old Notes is tendered, the Company reserves the right to either accept or reject such lesser tendered amount.
The New Notes will also be senior to the Old Notes and the Company’s 9½% Subordinated Notes due 2012. In general terms, the New Notes will pay a higher interest rate than the Old Notes, a longer maturity, later call date, lower conversion price, and be convertible into Common Stock through March 1, 2007 (which is after the maturity date of the Old Notes, but prior to the maturity date of the New Notes). Application will be made to list the New Notes on the American Stock Exchange. It should be noted that directors of the Company who hold an aggregate of $110,000 Old Notes have indicated that they will accept the Exchange Offer.
The Exchange Offer is voluntary on a Noteholder’s part. The Company believes no taxable gain or loss will be recognized by any noteholder who accepts the Exchange Offer. Full details of the terms and conditions of the Exchange Offer will be contained in the Offering Circular being sent to Noteholders later this week.
Consummation of the Exchange Offer, and issuance of the New Notes are subject to various conditions as described in the Offering Circular.
This announcement is not an offer to purchase nor a solicitation of an offer to purchase with respect to any securities. The offer will be made solely by, and subject to the terms and conditions set forth in the Offering Circular and the related Letter of Transmittal.
Trans-Lux Corporation is not making any recommendations as to whether or not Holders should exchange their Old Notes pursuant to the Exchange Offer, and no one has been authorized by it to make any such recommendations. Holders must make their own decisions as to whether to consent to the proposed exchange for the Old Notes, and, if so, the principal amount of Old Notes to exchange.
The New Notes offered will not be and have not been registered under the Securities Act of 1933 and are issued pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended.
This news release may include forward-looking statements covered under the “Safe-Harbor” clause of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current expectations and assumptions. Actual results could differ materially from those currently anticipated as a result of known and unknown risks and uncertainties including, but not limited to, weather and economic, political, market and industry conditions and reliance on key customers. Such factors are described in Trans-Lux Corporation’s SEC filings, including its most recently filed annual report on Form 10-Q. The Company disclaims any obligation to update any forward-looking statements to incorporate developments occurring after release of this announcement.
