2014

Hypermarcas Announces Early Results of Tender Offer and Increases Maximum Tender Amount

SAO PAULO, Nov. 11, 2013 /PRNewswire/ -- Hypermarcas S.A. today announced the preliminary results of its previously announced cash tender (the "Tender Offer") to purchase up to an aggregate amount of U.S.$300 million of its U.S.$750 million 6.500% Senior Notes due 2021 (the "Notes"). The terms and conditions of the Tender Offer are described in Hypermarcas' Offer to Purchase, dated October 28, 2013 (the "Offer to Purchase") and the related Letter of Transmittal.

According to information provided by the Information and Tender Agent for the Tender Offer, U.S.$418,761,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 8, 2013 (the "Early Tender Date").

Hypermarcas also announced that it has increased the aggregate principal amount of the Notes that it is offering to purchase in the Tender Offer from U.S.$300,000,000 to U.S.$418,761,000 (as increased, the "Maximum Tender Amount"). Except for such increase, all other terms and conditions of the Tender Offer, as previously announced, remain unchanged.  Because the Tender Offer was fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase unless we increase the Maximum Tender Amount, which we are entitled to do in our sole discretion.

Subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase and the Letter of Transmittal, the Tender Offer will expire, unless earlier terminated by Hypermarcas in its sole discretion, at Midnight, New York City time, on November 25, 2013, unless extended by Hypermarcas (such time and date, as the same may be extended, the "Expiration Date"). Holders of the Notes who validly tendered their Notes at or prior to the Early Tender Date and did not validly withdraw such Notes, will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below).  In addition to the consideration, accrued and unpaid interest on the purchased Notes will be paid from the last interest payment date to, but not including, the settlement date for such purchased Notes. The settlement date for the Notes validly tendered at or prior to the Early Tender Date is expected to be on November 14, 2013, or as soon as practicable thereafter.

The "Total Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,067.50. The Total Consideration includes an early participation payment equal to U.S.$30 for each U.S.$1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer (the "Early Participation Payment"). 

Tendered Notes may not be withdrawn from the Tender Offer after 5:00 p.m., New York City time, on November 8, 2013. 

The Dealer Managers for the Tender Offer are Bradesco BBI, Citigroup and Morgan Stanley. Questions regarding the Tender Offer may be directed to Bradesco BBI at (212) 888-9145 (collect); Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); or Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal have been provided to holders of the Notes. Additional copies of the Offer to Purchase or the Letter of Transmittal may be obtained from the Information and Tender Agent, Global Bondholder Services Corporation at (866) 924-2200 (toll-free) or (212) 430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY 10006.

The Tender Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal.  If any of the conditions are not satisfied, Hypermarcas will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws and may terminate the Tender Offer.  The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes. 

About Hypermarcas

Hypermarcas is one of the largest consumer goods companies and the leading healthcare consumer company funded with Brazilian capital, with one of the largest and most diversified portfolio of consumer brands in Brazil, including a number of leading brands in the pharmaceutical, beauty and personal care segments. Its major brands have established high levels of consumer awareness and strong national retail distribution across all major channels, including pharmacies and supermarkets.

Certain Information Regarding the Tender Offer

The information in this press release describing Hypermarcas' Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Notes in the Tender Offer. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that Hypermarcas has distributed to holders of the Notes. The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction.  Holders of the Notes should read the Offer to Purchase and the related materials carefully because they contain important information, including the various terms and conditions of the Tender Offer.  None of Hypermarcas, the Dealer Managers or the Information and Tender Agent make any recommendation as to whether holders should tender or refrain from tendering their Notes.  Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

SOURCE Hypermarcas S.A.




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