Solventum Announces Early Tender Results and Upsizing of its Note Tender Offers

ST. PAUL, Minn., Sept. 8, 2025 /PRNewswire/ -- Solventum (NYSE: SOLV) today announced the early tender results of its previously announced offers (each, a "Tender Offer" and, collectively, the "Tender Offers") to purchase its outstanding notes of the series listed in the table below (collectively, the "Notes") for an aggregate purchase price of up to an amended $2.0 billion in cash (the "Aggregate Cap"). Solventum has amended the terms of the Tender Offers to (i) increase the Aggregate Cap from $1.75 billion to $2 billion, (ii) increase the previously announced Pool 1 Maximum Amount (as defined below) from $1.25 billion to $1.5 billion and (iii) within the upsized Pool 1 Maximum Amount, increase the previously announced Tender SubCap (as defined below) from $500 million to $650 million. The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase dated Aug. 22, 2025, as modified by this press release (the "Offer to Purchase").

The Information and Tender Agent (as defined below) for the Tender Offers has advised Solventum that, as of 5:00 p.m., Eastern Time, on Sept. 5, 2025 (such time and date, the "Early Tender Date"), the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., Eastern Time, on Sept. 5, 2025.

Because the series of Notes indicated in the table above next to "Pool 1 Tender Offers" (the "Pool 1 Notes") validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price that exceeds the Pool 1 Maximum Amount, Solventum does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Because the series of Notes indicated in the table above next to "Pool 2 Tender Offers" (the "Pool 2 Notes") validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price that exceeds the Pool 2 Maximum Amount, Solventum does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. As described further in the Offer to Purchase, the amounts of 5.450% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 5.900% Senior Notes due 2054 that will be purchased will be determined on a prorated basis, subject to the applicable Acceptance Priority Level, and Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account or otherwise returned to the holder without cost.

Although the Tender Offers are scheduled to expire at 5:00 p.m., Eastern Time, on Sept. 22, 2025, because the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date are expected to have an aggregate purchase price or aggregate principal amount that exceeds the Aggregate Cap, the Tender SubCap, the Pool 1 Maximum Amount and the Pool 2 Maximum Amount, as applicable, Solventum does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date.

The "Total Consideration" per $1,000 principal amount of Notes of a given series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer for that series will be determined in the manner described in the Offer to Purchase by reference to (i) the applicable fixed spread for such series of Notes set forth in the table above (each, a "Fixed Spread") and (ii) the applicable yield for such series of Notes based on the bid-side price of the applicable U.S. Treasury Reference Security set forth in the table above, as displayed on the applicable Bloomberg Reference Page set forth in the table above, at 10:00 a.m., Eastern Time, on Sept. 8, 2025, as such date and time may be extended. The Total Consideration, calculated as described in the preceding sentence, includes the early tender payment of $30 per $1,000 principal amount of Notes of validly tendered prior to or at the Early Tender Date and accepted for purchase. In addition to the applicable Total Consideration, holders of Notes of a given series accepted for purchase pursuant to the Tender Offer for that series will receive accrued and unpaid interest on the Notes accepted for purchase from and including the most recent interest payment date to but excluding the settlement date, which is currently expected to be Sept. 10, 2025.

Solventum will issue a press release specifying the Total Consideration for each series of Notes expected to be accepted for purchase.

Solventum's obligation to accept for purchase, and to pay for, Notes that are validly tendered (and not validly withdrawn) pursuant to the Tender Offers is subject to the satisfaction or waiver by Solventum of certain conditions to the Tender Offers set forth in the Offer to Purchase including, among other things, Solventum having received and repatriated the proceeds from its previously announced sale of its purification and filtration business, excluding the drinking water filtration business, to Thermo Fisher Scientific Inc. pursuant to the Amended and Restated Transaction Agreement dated as of June 25, 2025, as the same may be amended from time to time (the "Financing Condition"). None of the Tender Offers is conditioned upon the completion of any other Tender Offer. In addition, the Tender Offers are not conditioned on any minimum aggregate principal amount of Notes of any series being tendered. As of the date of this press release, the Financing Condition has been satisfied.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Goldman Sachs & Co. LLC are acting as the lead dealer managers in connection with the Tender Offers (collectively, the "Lead Dealer Managers" and, together with the co-dealer managers named in the Offer to Purchase, the "Dealer Managers"). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the "Information and Tender Agent"). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free), Morgan Stanley & Co. LLC at (212) 761-1057 (collect) and (800) 624-1808 (toll free), Barclays Capital Inc. at (212) 528-7581 (collect) and (800) 438-3242 (toll free) and Goldman Sachs & Co. LLC at (212) 357-1452 (collect) and (800) 828-3182 (toll free), as the Lead Dealer Managers, or to the Information and Tender Agent at (212) 771-1130 (banks and brokers), (877) 478-5045 (toll free) and [email protected]. Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes.

Neither the Offer to Purchase nor any related document has 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.

This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Solventum or its affiliates, their respective boards of directors, the Dealer Managers, the Information and Tender Agent or the trustee with respect to any series of Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers.

Forward-Looking Statements
This release contains forward-looking statements, including regarding the timing, terms and completion of the Tender Offers. All statements that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of Solventum's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the Offer to Purchase. For a discussion of such risks and other factors that might impact forward-looking statements, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in Solventum's periodic reports on file with the U.S. Securities and Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.

About Solventum
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, material and data science that change patients' lives for the better — while empowering healthcare professionals to perform at their best.

SOURCE Solventum