Banistmo Announces Launch of Consent Solicitation for 4.250% Senior Notes due 2027

PANAMA CITY, April 13, 2026 /PRNewswire/ -- Banistmo, S.A. ("Banistmo" or the "Company") today announced that it has commenced a consent solicitation (the "Consent Solicitation") to amend the indenture (the "Indenture") governing its outstanding notes, as set forth in the table below (the "Notes"). The terms and conditions of the Consent Solicitation are set forth in a consent solicitation statement dated as of April 13, 2026 (as it may be amended and supplemented from time to time, the "Consent Solicitation Statement").

Amendment & Consent

On December 18, 2025, Grupo Cibest S.A. ("Grupo Cibest"), the direct owner of Banistmo, entered into a promise to purchase shares agreement (as amended, supplemented or otherwise modified from time to time, the "Promise to Purchase Shares Agreement") with Inversiones Cuscatlán Centroamérica S.A. ("ICC"). Pursuant to the Promise to Purchase Shares Agreement, and upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, ICC will acquire 100% of the issued and outstanding shares of Banistmo (the "Transaction"). At the closing of the Transaction, control of Banistmo will transfer from Grupo Cibest to ICC, and Banistmo will become a wholly owned subsidiary of ICC.

The consummation of the Transaction will constitute a "Change of Control" under the Indenture. Following a "Change of Control" (as defined in the Indenture) the Indenture requires Banistmo to make an offer to purchase for cash all of the Notes then outstanding validly tendered by any Holder at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

Subject to the conditions described in the Consent Solicitation Statement, Banistmo is seeking consent from the registered holders ("Holders") of the Notes to amend the Indenture to (i) provide that the Transaction will not constitute a "Change of Control," (ii) provide that each of Bancolombia S.A., Grupo Cibest and ICC will be a "Permitted Holder", and (iii) add to, amend, supplement or change certain other defined terms contained in the Indenture and the Notes related to the foregoing (collectively, the "Proposed Amendments"). The consummation of the Consent Solicitation and the operativeness of the Proposed Amendments (as defined below) are conditioned upon the consummation of the Transaction.

Only Holders of record of the Notes as of 5:00 p.m., New York City time, on April 10, 2026 (the "Record Date") are eligible to deliver consents to the Proposed Amendments to the Notes. The Consent Solicitation of the Notes will expire at 5:00 p.m., New York City time, on April 17, 2026, or such later time and date to which such Consent Solicitation is extended (such time and date, as it may be extended, the "Expiration Time"). A Holder may validly revoke its consent to the Notes prior to the earlier of (i) the Effective Time (as defined below) and (ii) the Expiration Time (the "Revocation Deadline"), as described in the Consent Solicitation Statement. 

Subject to the terms and conditions of the Consent Solicitation, Banistmo is offering each Holder of the Notes who validly delivers (and does not validly revoke) their consents to the Proposed Amendments prior to the Expiration Time (each such Holder a "Consenting Holder") a consent consideration equal to U.S.$10.00 per U.S.$1,000 in principal amount of the Notes held by such Consenting Holder (the "Consent Fee"). The payment of the Consent Fee to the Consent Solicitation is conditioned upon satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement, including the receipt of the Requisite Consents (as defined below), and upon the consummation of the Transaction. The Consent Fee is expected to be paid substantially concurrently with the Transaction closing which, if consummated, is currently expected to be no later than June 30, 2026.

Holders who have validly delivered their consents prior to the Expiration Time but who have validly revoked such consents prior to the Revocation Deadline will not be eligible to receive the Consent Fee unless they validly deliver their consents again prior to such Expiration Time, and are not validly revoked prior to the Revocation Deadline.

The Proposed Amendments must be consented to by Holders of at least a majority of the aggregate principal amount of the Notes outstanding (the "Requisite Consents") in order to be effective with respect to the Notes. If the Requisite Consents are received for the Notes, it is expected that a supplemental indenture to the Indenture (a "Supplemental Indenture") setting forth the Proposed Amendments will be entered into by Banistmo and The Bank of New York Mellon, as the trustee for the Notes (the "Trustee"), promptly following receipt of such Requisite Consents, whether before or after the Expiration Time. Although the Supplemental Indenture for the Notes will become effective upon its execution and delivery by Banistmo and the Trustee, the Proposed Amendments will become operative only upon the consummation of the Transaction and the payment of the Consent Fee with respect to the Notes. Upon becoming operative, the Proposed Amendments will be binding on all Holders of the Notes. If Banistmo fails to obtain the Requisite Consents for the Notes, the other conditions to the Consent Solicitation for the Notes are not satisfied or waived, or the Transaction is not consummated, no Consent Fee will be paid with respect to the Notes, the Supplemental Indenture will not become effective, the Proposed Amendments will not become operative, and the Notes will continue to be subject to the current terms and conditions of the Indenture.

The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the Holders of the Notes. As described in the Consent Solicitation Statement, Banistmo reserves the right, in its sole discretion and subject to applicable law, to extend, amend or terminate the Consent Solicitation with respect to the Notes at any time and from time to time.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. Global Bondholder Services Corporation is serving as the information agent and tabulation agent in connection with the Consent Solicitation ("GBSC" or the "Information and Tabulation Agent"). Questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agents to Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) or to J.P. Morgan Securities LLC at 1+1 (212) 834-7279 (collect) or +1 (866) 846-2874 (toll-free). Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement, may be directed to GBSC at (855) 654-2014 (toll-free) or by email to [email protected].

This press release does not constitute an offer to sell, or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. The Consent Solicitation is being made solely pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Amendments. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

About Banistmo

Banistmo is a full‑service commercial bank organized and existing as a corporation (sociedad anónima) under the laws of the Republic of Panama. Banistmo operates as a wholly owned subsidiary of Grupo Cibest S.A. and offers a broad range of banking and financial services through two core business lines: Retail & Small and Medium Enterprises and Corporate & Government Banking, including deposit products, consumer and commercial lending, residential mortgages, credit cards, leasing, international banking services, cash management, trust and fiduciary services and investment banking, and other specialized financial products and services. Banistmo operates under a general banking license granted by the Superintendency of Banks of Panama and maintains an extensive nationwide distribution network across Panama.

About Grupo Cibest S.A.

Grupo Cibest is a Colombian holding company and the parent company of Bancolombia S.A. and its financial and non‑financial businesses. Formerly known as Grupo Bancolombia, Grupo Cibest S.A. began its operation in May 2025 as part of a corporate reorganization that established Grupo Cibest S.A. as the new top‑level holding company of the group. Grupo Cibest S.A., together with its subsidiaries, provides a broad range of banking and financial services in Colombia, Central America and the Caribbean.

About Inversiones Cuscatlán Centroamérica S.A.

ICC is a Panamanian holding company that directly and indirectly owns of all the banking and insurance institutions under the brands Banco Cuscatlán for banks and Seguros e Inversiones (SISA) for insurance entities. ICC has a credit rating of AA+ outlook stable, issued by Pacific Credit Rating. ICC owns regulated entities in Guatemala, Honduras, El Salvador, Colombia and Panama with assets of approximately US$7.5 billion. These entities collectively have over 5,270 employees and provide financial and insurance services to more than 2.7 million clients through 195 branches and 429 ATMs.

Important Information

This communication is provided solely for informational purposes in connection with the Consent Solicitation described herein. The Consent Solicitation is being made only pursuant to the Consent Solicitation Statement and the information contained therein. This communication does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, nor does it constitute a recommendation as to whether any Holder should consent to the Proposed Amendments.

The Company has not filed this communication or the Consent Solicitation Statement with, and neither has been reviewed by, any federal, state or foreign securities commission or other regulatory authority. No authority has passed upon the accuracy or adequacy of this communication or the Consent Solicitation Statement, and it is unlawful and may be a criminal offense to make any representation to the contrary.

No person has been authorized to give any information or to make any representations in connection with the Consent Solicitation other than those contained in the Consent Solicitation Statement and, if given or made, such information or representations should not be relied upon as having been authorized.

No Recommendation as to Consent in the Solicitation

None of Banistmo, Grupo Cibest, the Solicitation Agents, the Information and Tabulation Agent or the Trustee makes any recommendation as to whether Holders should deliver any Consents. Each Holder must make its own decision as to whether to participate in the Consent Solicitation.

Holders are urged to read the Consent Solicitation Statement in its entirety, including all exhibits and any amendments or supplements thereto, because it contains important information regarding the Consent Solicitation and the Proposed Amendments.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "will," "could," "believe," "anticipate," "intend," "estimate," "expect," "project," "forecast," "may," "objective," "plan" and similar expressions or the negative of such terms or other variations thereof are intended to identify forward‑looking statements. These forward‑looking statements include, but are not limited to, statements regarding the proposed transaction described therein and events or developments that are expected to occur in the future, including the timing and completion of the Transaction.

These forward‑looking statements are based on current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of such events. Such forward‑looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Forward‑looking statements are inherently uncertain and involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward‑looking statements.

Factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include, but are not limited to: the completion of the Transaction on anticipated terms and timing; the risk that conditions to the completion of the Transaction, including obtaining required regulatory approvals, may not be satisfied in a timely manner or at all; the risk that disruptions from the Transaction will harm Banistmo's business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; continued availability of capital and financing; and the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction.

Although Banistmo believes that the expectations reflected in these forward‑looking statements are reasonable, no assurance can be given that such expectations will be realized. The forward‑looking statements contained herein speak only as of the date hereof, and Banistmo does not intend to publicly update or revise any forward‑looking statements as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward‑looking statements.

SOURCE Banistmo, S.A.