Becle, S.A.B. de C.V. Announces Consideration For The Cash Tender Offer And Consent Solicitation Of Its 3.750% Senior Notes Due 2025 Carried Out By Morgan Stanley & Co. LLC

MEXICO CITY, Oct. 8, 2021 /PRNewswire/ -- Becle, S.A.B. de C.V. (the "Issuer") announced today the consideration for the previously announced offer to purchase for cash (the "Offer") any and all of its outstanding 3.750% Senior Notes due 2025 (the "Old Notes") and the related solicitation of consents (the "Consents") from the holders of Old Notes to certain amendments to the indenture governing the Old Notes (the "Consent Solicitation") carried out by Morgan Stanley & Co. LLC (the "Offeror" or "Morgan Stanley"). The Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 27, 2021 (the "Offer to Purchase").

The following table sets forth the consideration payable for Old Notes validly tendered (and not validly withdrawn) on or prior to 5:00 p.m. New York City time today, October 8, 2021 (the "Consent Payment and Withdrawal Deadline"), and accepted for purchase by the Offeror in the Offer (the "Total Consideration"). 

The Total Consideration is calculated on the basis of the bid-side price of the 0.375% U.S. Treasury Note due April 30, 2025 (the "Reference Security") at 11:00 a.m. (New York City time) today, October 8, 2021.  The Total Consideration includes a consent payment of $50.00 per $1,000 principal amount of Old Notes.  Holders who validly tender (and do not validly withdraw) their Old Notes after the Consent Payment and Withdrawal Deadline and on or prior to 11:59 p.m. New York City time, on October 25, 2021, will be eligible to receive the Total Consideration minus $50.00 per $1,000 principal amount of Old Notes.

Copies of the Offer to Purchase are available to holders of Old Notes from the Information Agent at +1 (800) 884-5101.

Morgan Stanley, Citigroup Global Markets Inc. ("Citigroup") and Goldman Sachs & Co. LLC ("Goldman Sachs") have been engaged to act as dealer managers in connection with the Offer. Questions regarding the Offer may be directed to Morgan Stanley at +1 (212) 761-1057 (collect) or +1 (800) 624-1808 (U.S. toll free); Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (U.S. toll free); or Goldman Sachs at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (U.S. toll free).

Each of the Offeror and the Issuer, as the case may be, reserves the right, in its sole discretion, not to accept any tenders of Old Notes for any reason. The Offer is subject to the satisfaction of certain conditions, as described in the Offer to Purchase. Morgan Stanley reserves the right, in its sole discretion, to waive any and all conditions of the Offer, at or prior to the Offer Expiration Time (as defined in the Offer to Purchase). Morgan Stanley reserves the right to terminate, withdraw or amend the Offer and the Consent Solicitation at any time and from time to time as set forth in the Offer to Purchase.

The Offer is being made in connection with a substantially concurrent offering of senior notes (the "New Notes") by the Issuer to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.  This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities (including the New Notes offered by the Issuer pursuant to any substantially concurrent offering), nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Issuer is not making the Offer. The Issuer has consented to the Offeror making the Offer described in the Offer to Purchase. The Offer is made only by and pursuant to the Offer to Purchase. Neither Morgan Stanley nor the Issuer makes any recommendations as to whether holders should tender their Old Notes pursuant to the Offer.

It is intended that the Old Notes purchased by the Offeror pursuant to the Offer at the Initial Settlement Date (as defined in the Offer to Purchase) will be exchanged by the Offeror to the Issuer for a decrease in the proceeds payable by the Offeror and the other initial purchasers in respect of the New Notes. It is intended that the Old Notes purchased by the Offeror pursuant to the Offer at the Final Settlement Date (as defined in the Offer to Purchase) will be exchanged by the Offeror for cash to be paid by the Issuer.

The Offeror and the Issuer or any of its affiliates expressly reserve the absolute right, in each of their sole discretion, at any time and from time to time, to purchase or offer to purchase any Old Notes, through open market or privately negotiated transactions, tender offers, exchange offers, optional redemption transactions or otherwise, in each case upon terms and conditions and at such prices as we may determine, which may or may not differ materially from the terms of the Offer and could be for cash or other consideration.

For further information, please contact:

BECLE, S.A.B. DE C.V.
Guillermo Gonzalez Camarena No. 800-4
Alvaro Obregon, Santa Fe, 01210
Mexico City, Mexico
+ 52 55 5258 7000
[email protected]

Legal Notice

This announcement is not an offer to purchase, a solicitation of an offer to purchase or deliver Consents, a solicitation of Old Notes or a solicitation to deliver Consents, or an offer or solicitation to sell any securities. The Offer is not being made to, nor will the Offeror accept tenders of Old Notes from holders in any jurisdiction in which the Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

This press release contains forward-looking statements, including statements regarding the terms of the Offer. These statements are merely estimates and as such are based exclusively on management's expectations for the Issuer, the business of the Issuer and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and macro-economic factors, among other factors, many of which are outside the Issuer's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each of the Issuer and the Offeror disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Old Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Old Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Issuer, Morgan Stanley, the dealer managers, the Tender Agent and Information Agent (as defined in the Offer to Purchase) and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Old Notes should participate in the Offer.

SOURCE Becle, S.A.B. de C.V.