CIBANCO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, SOLELY IN ITS CAPACITY AS TRUSTEE OF TRUST CIB/3332, ALSO KNOWN AS FIBRA SOMA, ANNOUNCES EXPIRATION AND FINAL TENDER RESULTS FOR ITS PREVIOUSLY ANNOUNCED TENDER OFFER.

MEXICO CITY, Dec. 14, 2022 /PRNewswire/ -- CIBanco, S.A., Institución de Banca Múltiple, solely in its capacity as trustee of trust CIB/3332, also known as Fibra SOMA (the "Company" or "we") announced today the expiration and final tender results for its previously announced offer to purchase for cash an aggregate principal amount of its 4.375% Senior Notes due 2031 (CUSIP Nos. 171653AA6/ P26064AA6; ISIN Nos. US171653AA64/ USP26064AA66) (the "Notes") issued by the Company (the "Offer") for an aggregate purchase price, excluding accrued and unpaid interest, if any, of up to U.S.$150 million, upon the terms and subject to the conditions set forth in the offer to purchase dated November 15, 2022 (the "Offer to Purchase"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The Company hereby announces that, according to information received from D.F. King & Co., Inc., the information agent for the Offer, there were no additional Notes validly tendered after the Early Tender Date (as such term is defined in the Offer to Purchase) and as of 11:59 p.m. (New York City time) on December 13, 2022 (the "Expiration Date").

Pursuant to the terms and conditions of the Offer as set forth in the Offer to Purchase, the Offer expired on the Expiration Date.

The Dealer Managers

BBVA Securities Inc. and Scotia Capital (USA) Inc. acted as joint dealer managers for the Offer and can be contacted with questions regarding the Offer at the following:

BBVA Securities Inc.: +1 (800) 422-8692 (toll-free), +1 (212) 728-2303 (collect) or [email protected] (email).

Scotia Capital (USA) Inc.: +1 (800) 372-3930 (toll-free), + 1(212) 225-5501 (collect) or [email protected] (email).

The Information and Tender Agent

D.F. King & Co., Inc. acted as the tender agent and information agent for the Offer, and can be contacted by calling +1 (212) 269-5550 (for banks and brokers only) or +1 (888) 564-8149 (toll-free) (for all others) or via email at [email protected].

Disclaimer

This press release is for informational purposes only and must be read in conjunction with the Offer to Purchase. Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with 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 to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

In addition, neither the Offer to Purchase nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the "CNBV"). The Company has not filed with the CNBV a request for authorization of the Offer. The Offer does not constitute a public offering in Mexico and neither the Offer to Purchase nor any other offering materials may be publicly advertised, marketed or distributed in Mexico. The Offer has been made available in Mexico only to investors that qualify as institutional or qualified investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. The information contained herein, in the Offer to Purchase, and in any related documents is solely our responsibility. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of the Offer. If we were to provide any notice to the CNBV in connection with the Offer, such notice would be for informational purposes only and such notice would not constitute or imply a certification as to the investment quality of the Notes, our solvency, liquidity or credit quality or the accuracy or completeness of the information set forth herein, in the Offer to Purchase, and in any related documents.

The Offer was made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Offer was not made to, nor did or will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements," which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe, "estimate" and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Offer to Purchase. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

SOURCE CIBanco, S.A., Institución de Banca Múltiple