Valora Holding AG / Key word(s): Miscellaneous Ad hoc announcement pursuant to article 53 LR Monterrey, Mexico / Muttenz, Switzerland, October 5, 2022 – Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”; BMV: FEMSAUBD.MX; FEMSAUB.MX; NYSE: FMX) today published the definitive end result of its public tender offer (“Offer”) by FEMSA’s wholly-owned subsidiary Impulsora de Marcas e Intangibles, S.A. de C.V., to acquire all publicly held registered shares of Valora Holding AG (“Valora”; SIX: VALN) at a price of CHF 260.00 net in cash per share as pre-announced on July 5, 2022. 4,234,923 Valora shares were tendered into the Offer until the end of the additional acceptance period. Taking into account the tendered Valora shares, the Valora shares acquired by the offeror outside the Offer during the additional acceptance period and the Valora shares held by the persons acting in concert with the offeror, FEMSA’s participation amounts to a total of 4,252,410 Valora shares in aggregate, corresponding to 96.87% of the issued share capital and voting rights of Valora. FEMSA appreciates this strong support for joining forces with Valora by the Valora shareholders. FEMSA has received all required regulatory clearances and the settlement of the Offer is therefore scheduled for Friday, October 7, 2022. The settlement of the Offer is subject to certain other customary conditions as set forth in the Offer Prospectus. After the settlement of the Offer, FEMSA intends to initiate a squeeze-out procedure and to delist the Valora shares from trading on SIX Swiss Exchange. The definitive notice of the end result is available at https://femsa.gcs-web.com/valora-transaction.
About FEMSA More information is available at www.femsa.com. More information is available at www.valora.com. Forward-Looking Statements This announcement contains statements that are, or may be deemed to be, forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans", "should" or similar terminology. These forward-looking statements include or describe matters that are not historical facts or which may not otherwise be provable by reference to past events. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and/or depend on circumstances that may or may not occur in the future. Legal Disclaimers Important Additional Information Certain Offer Restrictions According to Swiss law, Valora shares tendered into the Offer may not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Valora shares is launched. The tender offer is subject to the requirements of Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), including amendments to the terms and conditions of the tender offer, extensions of the tender offer, purchases outside of the tender offer and minimum offer period, and is otherwise being made in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus. Any representation to the contrary is a criminal offence in the U.S. The communication is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. The tender offer is not addressed to shareholders of Valora whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the tender offer. End of Inside Information |
1456867 05-Oct-2022 CET/CEST
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