Nemak, S.A.B. de C.V. Announces Results of Tender Offer and Consent Solicitation for Any and All of Its Outstanding 2.250% Senior Notes Due 2028

MONTERREY, Mexico, Sept. 23, 2026 /PRNewswire/ -- NEMAK, S.A.B. de C.V. (the "Company") announced today that the previously announced cash tender offer and consent solicitation (the "Offer") for any and all of its outstanding 2.250% Senior Notes due 2028 (Regulation S Notes: ISIN XS2362994068 / Common Code 236299406; Rule 144A Notes: ISIN XS2362996519 / Common Code 236299651) (the "Notes") expired on September 22, 2026 at 11:00 a.m., New York time (5:00 p.m., Central European Time) (the "Expiration Date").

The Company further announced that as of the Expiration Date, the Company had received tenders and consents (not validly withdrawn or revoked) from the holders of approximately €446,911,000, or 89.38%, of the total outstanding principal amount of the Notes.

The consents received by the Company exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes were issued (the "Indenture"). Based on the receipt of the consents, the Company intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture to implement the Proposed Amendments (as defined below). The Supplemental Indenture, once operative, will eliminate the Company's obligation to comply with substantially all of the restrictive covenants contained in the Indenture, certain events of default and certain additional covenants and rights contained in the Notes and the Indenture, and will shorten (i) the minimum notice period to noteholders required for a redemption from 30 days to three (3) Business Days prior to the redemption date; and (ii) the minimum period to provide an officers' certificate to the Trustee in connection with the redemption from 45 days to three (3) Business Days prior to the redemption date (the "Proposed Amendments"). The Supplemental Indenture will not become operative until the Company deposits the Total Consideration (as defined below), in immediately available funds, with Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as applicable, in respect of the tendered Notes, which is expected to occur on the Settlement Date (as defined below). The Supplemental Indenture will thereafter be binding on the holders of Notes not purchased in the Offer.

The Company intends to purchase all Notes validly tendered (and not validly withdrawn) and accept all consents validly delivered (and not validly revoked) at or prior to the Expiration Date on September 24, 2026 (the "Settlement Date"), pursuant to the offer to purchase and consent solicitation statement dated September 15, 2026 (as amended or supplemented from time to time, the "Offer Document"), previously distributed to holders of the Notes. On the Settlement Date, holders of the Notes who validly tendered (and did not validly withdraw) their Notes at or prior to the Expiration Date will receive, for each €1,000 principal amount of Notes tendered, an amount in cash in euro equal to €1,000 (the "Total Consideration"), in addition to accrued and unpaid interest up to (but excluding) the Settlement Date, plus additional amounts thereon, if any.

In accordance with the terms of the Offer, withdrawal rights with respect to the tendered Notes and delivered consents expired at 11:00 a.m., New York time (5:00 p.m., Central European Time) on September 22, 2026. Accordingly, holders may not withdraw Notes previously or hereafter tendered, or revoke consents previously delivered, except as required by law.

All conditions described in the Offer Document for the acceptance for purchase and payment for the Notes validly tendered (and not validly withdrawn) pursuant to the Offer were satisfied or waived on or prior to the Expiration Date.

On or after the Settlement Date, the Company intends, but is not obliged to, issue a notice of redemption with respect to all Notes that remained outstanding following the Settlement Date, in accordance with the terms of the Indenture. Neither the Offer Document nor this press release constitute a notice of redemption or an obligation to issue a notice of redemption.

Scotia Capital (USA) Inc. was the dealer manager and solicitation agent (the "Dealer Manager") for the Offer. D.F. King Ltd. was appointed as the tender, tabulation and information agent (the "Tender Agent") for the Offer.

Any questions or requests for assistance in connection with the Offer may be directed to the Dealer Manager:

Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281
United States of America
Attention: Liability Management Group
Collect: +1 (212) 225-5559
Toll-free: +1 (800) 372-3930
Email: [email protected] 

Holders of Notes may also contact the Tender Agent:

D.F. King Ltd.
51 Lime Street, London
EC3M 7DQ, United Kingdom
Banks and brokers call:
+44 20 7920 9700
Offer Website: https://clients.dfkingltd.com/nemak/
Email: [email protected]

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainties and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate", "believe", "expect", "estimate", "plan" and similar expressions are generally intended to identify forward-looking statements. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer Document.

About the Company

Nemak, S.A.B. de C.V. is a publicly traded variable capital stock corporation (sociedad anónima bursátil de capital variable) incorporated on December 6, 1993, in San Pedro Garza García, Nuevo León, Mexico. Since its incorporation, it has operated under the corporate names Acciones Corporativas de México, S.A. de C.V., Tenedora Nemak, S.A. de C.V., and Nemak, S.A. de C.V., adopting its current corporate name, Nemak, S.A.B. de C.V., in 2015 in connection with its listing on the Mexican Stock Exchange (Bolsa Mexicana de Valores). Although Nemak, S.A.B. de C.V. was incorporated in 1993, its operations date back to 1981 and, through its subsidiary Nemak México, S.A., incorporated on March 12, 1979, it has evolved into a leading provider of innovative lightweighting solutions for the global automotive industry, specializing in the development and manufacturing of multi-material components for e-mobility, structure & chassis, and ICE powertrain applications.

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