Valora Holding AG / Key word(s): Miscellaneous Ad hoc announcement pursuant to article 53 LR Monterrey, Mexico / Muttenz, Switzerland, September 12, 2022 – Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”; BMV: FEMSAUBD.MX; FEMSAUB.MX; NYSE: FMX) today published the provisional interim 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. Based on preliminary figures, 3,698,481 Valora shares have been tendered into the Offer as of the end of the offer period. Taking into account the tendered Valora shares and the Valora shares held by the persons acting in concert with the offeror, FEMSA’s participation amounts to a total of 3,705,570 Valora shares in aggregate, corresponding to 84.41% of the issued share capital and voting rights of Valora. FEMSA appreciates this strong support for joining forces with Valora by the Valora shareholders. The provisional notice of the interim result is available at https://femsa.gcs-web.com/valora-transaction. Subject to confirmation in the definitive notice of the interim result scheduled for September 15, 2022, the minimum acceptance offer condition, being the valid tender of two-thirds of the fully diluted share capital of Valora, has been met. The additional acceptance period for the Offer will start on September 16, 2022, and is expected to last until September 29, 2022, at 4 p.m. Swiss time. Completion of the Offer is subject to other customary conditions, including regulatory approvals, as set forth in the Offer Prospectus. After the settlement of the Offer and in accordance to the conditions set forth in the Offer Prospectus, FEMSA intends to initiate a squeeze-out procedure and delist the Valora shares from trading on SIX Swiss Exchange. The indicative timetable for the closing of the offer is as follows:
About FEMSA More information is available at www.femsa.com. More information is available at www.valora.com. Forward-Looking Statements 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Information Certain Offer Restrictions According to Swiss law, Valora shares tendered into the Offer may not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Valora shares is launched.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 |
1439799 12-Sep-2022 CET/CEST
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