ORBIA ADVANCE CORPORATION, S.A.B. DE C.V. ANNOUNCES AMENDMENTS TO THE OFFER TO PURCHASE AND REMOVAL OF THE CONSENT SOLICITATION IN CONNECTION WITH PREVIOUSLY ANNOUNCED CASH TENDER OFFER
MEXICO CITY, April 29, 2025 /PRNewswire/ -- Orbia Advance Corporation, S.A.B. de C.V., a sociedad anónimabursátil de capital variable, organized under the laws of the United Mexican States ("Orbia") announced today amendments to its previously announced (i) tender offer (as amended hereby, the "Tender Offer") to purchase for cash any and all of the outstanding 1.875% Senior Notes due 2026 issued by Orbia (the "Notes") and (ii) Consent Solicitation (as defined in the Offer to Purchase referred to below), in each case as set forth in Orbia's Offer to Purchase and Consent Solicitation Statement, dated April 25, 2025 (as amended hereby, the "Offer to Purchase"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Orbia is hereby amending the Tender Offer to (i) modify the Total Consideration from an amount determined by a fixed spread calculation to an amount equal to U.S.$1,000.00 per U.S.$1,000.00 principal amount of Notes validly tendered and accepted for purchase, which applies to all the Notes (including previously tendered Notes) that have been, or will be, tendered (and not validly withdrawn) and accepted for purchase, and (ii) eliminate the Fixed Spread, the Reference Yield, the Repurchase Yield, the Price Determination Date, and all related definitions and provisions. The Total Consideration for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase remains inclusive of the Early Tender Payment.
In addition, the Tender Offer is hereby amended to eliminate the solicitation of the Consents for the Proposed Amendments.
No further action is required to be taken by Holders who have already validly tendered and not validly withdrawn their Notes in order to receive the new Total Consideration.
Except as described herein, other terms of the previously announced Tender Offer remain unchanged. Holders of Notes should read carefully and in its entirety the Offer to Purchase before deciding whether to tender or withdraw their Notes, as applicable. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.
Orbia reserves the right, in Orbia's sole discretion, to further amend or terminate the Tender Offer at any time.
Neither the Offer to Purchase nor any related documents have 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.
The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 269-5550 (collect)
All others call toll-free: +1 (888) 628-9011
E-mail: orbia@dfking.com
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States Attention: Latin America Debt Collect: +1 (212) 834-7279 Toll-Free: +1 (866) 846-2874 | Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Collect: +1 212 205 7741 Toll-Free: +1 866 271 7403 Attn: Liability Management Group | Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 United States of America Attn: Global Debt Advisory Group Toll-Free: +1 800-624-1808 Collect: +1 212-761-1057 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Orbia, the Guarantors, the Dealer Managers or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.
Orbia Advance Corporation, S.A.B. de C.V.
Paseo de la Reforma 483, Piso 47, Colonia Cuauhtémoc, 06500
Ciudad de México, México
Tel: +52 55 5366 4000
E-mail: diego.echave@orbia.com
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