MONTERREY, Mexico, Nov. 9, 2023
/PRNewswire/ -- FOMENTO ECONÓMICO MEXICANO, S.A.B. DE
C.V. ("FEMSA") (NYSE: FMX; BMV: FEMSAUBD, FEMSAUB) today
announced the final results of its previously announced offer (the
"Tender Offer") to purchase for cash any and all of its outstanding
US$552,830,000 principal amount of
4.375% Senior Notes due 2043 (CUSIP/ISIN: 344419 AB2 /
US344419AB20) (the "Securities") on the terms and subject to the
conditions set forth in the offer to purchase, dated October 31, 2023 (the "Offer to Purchase") and
the related notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and, together with the Offer to Purchase, the
"Offer Documents").
The Tender Offer expired on November 6,
2023, at 5:00 p.m.
(New York City time) (the
"Expiration Date") and settled on November
9, 2023 (the "Settlement Date"). No Notice of Guaranteed
Delivery was received by FEMSA prior to the Expiration Date.
All conditions described in the Offer to Purchase that were to
be satisfied or waived were satisfied on or prior to the Settlement
Date and FEMSA accepted for purchase all Securities tendered (and
not validly withdrawn) on or prior to the Expiration Date.
The table below sets forth the aggregate principal amount of the
Securities validly tendered, and not validly withdrawn, in the
Tender Offer, and the aggregate consideration paid for the
Securities accepted for purchase in the Tender Offer.
|
Notes
|
|
CUSIP/ISIN
|
|
Principal Amount
Outstanding(1)
|
|
Offer
Consideration(2)
|
|
Principal Amount
Tendered
and Accepted for Purchase
|
|
4.375% Senior Notes
due 2043
|
|
344419 AB2 /
US344419AB20
|
|
US$552,830,000
|
|
US$900.21
|
|
US$126,799,000
|
|
1)
|
Immediately prior to
the commencement of the Tender Offer.
|
|
2)
|
Per US$1,000 principal
amount of the Securities. Holders whose Securities were accepted
for purchase also received the accrued and
unpaid interest on such Securities (the "Accrued Interest") from,
and including, the last interest payment date for the Securities
to, but not
including, the Settlement Date, and additional amounts in respect
of withholding taxes applicable to the Accrued Interest (including
gains
derived from the sale of the Securities in the Tender Offer that
are treated as interest) (the "Additional Amounts"), if
any.
|
The aggregate amount paid by FEMSA to Holders whose Securities
were accepted for purchase, including Accrued Interest and
Additional Amounts, was approximately US$117
million.
FEMSA retained BofA Securities, Inc. to act as dealer manager in
connection with the Tender Offer (the "Dealer Manager"). Global
Bondholder Services Corporation acted as the tender agent and
information agent for the Tender Offer.
Any questions or requests for assistance regarding the Tender
Offer may be directed to the Dealer Manager at (888) 292-0070
(toll-free) or (646) 855-8988 (collect). Requests for additional
copies of the Offer Documents may be directed to Global Bondholder
Services Corporation at +1 (855) 654-2014 (toll-free) or +1 (212)
430-3774 (collect). The Offer Documents can be accessed at the
following link: https://www.gbsc-usa.com/femsa/.
This press release is for informational purposes only. This
press release shall not constitute an offer to purchase or the
solicitation of an offer to sell any securities, nor shall there be
any offer, solicitation or sale of any securities in any state or
other jurisdiction in which such an offer, solicitation or sale
would be unlawful.
The Tender Offer was made solely pursuant to the Offer
Documents. The Offer Documents have not been filed with, and have
not been approved or reviewed by any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Offer Documents or any
other documents related to the Tender Offer, and it is unlawful and
may be a criminal offense to make any representation to the
contrary. The Tender Offer was not made to holders of Securities in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer was deemed to have been made on
behalf of FEMSA by the Dealer Manager or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
FEMSA Forward Announcement
The Tender Offer described above forms an integral part of the
series of strategic initiatives announced by FEMSA on February 15, 2023, as a result of a thorough
strategic review of its business platform, including the bottom-up
definition of long-range plans for each business unit, as well as
the top-down analysis of FEMSA's corporate and capital structure.
That announcement is available at:
https://www.globenewswire.com/news
release/2023/02/15/2609255/0/en/FEMSA-Forward-Announcing-results-of-strategic-review.html.
That announcement does not form part of this communication.
About FEMSA
FEMSA is a company that creates economic and social value
through companies and institutions and strives to be the best
employer and neighbor to the communities in which it operates. It
participates in the retail industry through a Proximity Americas
Division operating, among others, OXXO, a small-format store chain,
and other related retail formats, and Proximity Europe which
includes Valora, its European retail unit which operates
convenience and foodvenience formats. In the retail industry, it
also participates through a Health Division, which includes
drugstores and related activities and Digital@FEMSA, which includes
Spin by OXXO and Spin Premia, among other digital financial
services initiatives. In the beverage industry, it
participates through Coca-Cola FEMSA, the largest franchise bottler
of Coca-Cola products in the world by volume. FEMSA also
participates in the logistics and distribution industry through its
Strategic Business Unit, which additionally provides point-of-sale
refrigeration and plastic solutions to its business units and
third-party clients. Across its business units, FEMSA has
more than 350,000 employees in 18 countries. FEMSA is a
member of the Dow Jones Sustainability MILA Pacific Alliance, the
FTSE4Good Emerging Index and the Mexican Stock Exchange
Sustainability Index: S&P/BMV Total México ESG, among other
indexes that evaluate its sustainability performance.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the transactions
described herein will be consummated or as to the ultimate terms of
any such transactions. FEMSA undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information or future events or for any other
reason.
Media Contact:
Jose Enrique Manero Martínez
jose.manero@femsa.com
Alejandro Leal Martínez
alejandro.leal@femsa.com
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SOURCE FOMENTO ECONOMICO MEXICANO, S.A.B. DE C.V.
