MEXICO CITY, Nov. 8, 2023 — Grupo Bimbo, S.A.B. de C.V. (“Grupo Bimbo,” the “Company” or “we”) announced today the final results and settlement of the previously-announced tender offer by the Company to purchase for cash (the “Offer”) from each registered holder (each, a “Holder” and, collectively, the “Holders”) any and all of its outstanding 3.875% Senior Notes due 2024 (CUSIP Nos. 40052V AC8 / P4949B AJ3; ISIN Nos. US40052VAC81 / USP4949BAJ37) (the “Notes”), upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2023 (the “Offer to Purchase”).
The Offer expired at 5:00 p.m., New York City time, on November 3, 2023 and settled on November 8, 2023 (the “Settlement Date”).
All conditions described in the Offer to Purchase that were to be satisfied or waived were satisfied on or prior to the Settlement Date.
The table below sets forth the aggregate principal amount of the Notes validly tendered, and not validly withdrawn, in the Tender Offer, and the aggregate consideration paid for the Notes accepted for purchase in the Tender Offer.
|
Title of Security |
CUSIPs |
ISINs |
Principal Amount |
Tender |
Principal |
|
3.875% Senior |
40052V AC8 / |
US40052VAC81 |
US$800,000,000 |
U.S.$990.23 |
U.S.$391,638,000 |
|
(1) Additionally, Holders will receive accrued interest up to but excluding the Settlement Date. |
|
(2) Includes Notes tendered pursuant to the Guaranteed Delivery Procedures. |
Holders who validly tendered (and not validly withdrew) their Notes, or that delivered a properly completed and duly executed Notice of Guaranteed Delivery at or prior to the Expiration Date, were eligible to receive US$990.23 per US$1,000 of principal amount of Notes tendered (the “Tender Consideration”), on the Settlement Date. In addition, Holders whose Notes were accepted for purchase in the Offer received accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Settlement Date, including those Notes tendered by the Guaranteed Delivery Procedures set forth in the Offer to Purchase. For the avoidance of doubt, Notes accepted in the Offer ceased to accrue interest on the Settlement Date, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.
The Joint Dealer Managers
For additional information regarding the terms of the Offer, please contact the dealer managers for the Offer: Citigroup Global Markets Inc. at Attn: Liability Management Group, +1 (800) 558-3745 (U.S. toll-free), +1 (212) 723-6106 (collect) and/or to Morgan Stanley & Co. LLC at Attn: Debt Advisory Group, +1 (800) 624-1808 (U.S. toll-free), +1 (212) 761-1057 (collect).
The Information and Tender Agent
Requests for a copy of the Offer Documents can also be obtained from D.F. King & Co., Inc., the information and tender agent for the Offer, by calling at +1 (212) 269-5550 (for banks and brokers only) or +1 (866) 342-4882 (toll-free) (for all others) or via email at [email protected]. All deliveries and correspondence sent to the Information and Tender Agent should be directed to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: M. Asher F. Richelli, General Counsel.
Disclaimer
This press release must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information with respect to the Offer. None of the Company, the dealer managers, the Information and Tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, made any recommendation as to whether Holders of Notes should participate in the Offer.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents. Any representation to the contrary is a criminal offense.
In addition, neither the Offer Documents nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”). The Company has not filed with the CNBV a request for authorization of the Offer. The Offer does not constitute a public offering in Mexico and it may not be publicly distributed in Mexico. The Offer may only be made available in Mexico to investors that qualify as institutional or accredited investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. Neither the Offer Documents nor any related documents may be publicly advertised, marketed or distributed in Mexico. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of this Offer. The tender of the Notes by an investor in Mexico was made under its own responsibility. Investors are advised to consult their advisors in respect of the tax consequences from their participation in the Offer.
This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which was made only pursuant to the terms and conditions contained in the Offer Documents. The Offer was not made to, nor did the Company accept tenders of Notes from, Holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Forward-Looking Statements
Statements in this press release may be “forward-looking statements,” which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Offer Documents. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.
About the Company
We are a global consumer food company focused on grain-based food. We are the global leader in the baking industry, the largest baking company in the world in 2022 in terms of value sales according to Euromonitor, and a relevant participant in the snacks industry. With a history of more than 77 years connecting with people through our products, we continue to be committed to our purpose of nourishing a better world by building a sustainable, highly productive and deeply humane company that is passionate about delivering delicious and nutritious baked goods and snacks to the hands of all.
Our more than 148,000 associates work relentlessly to consistently create memorable experiences for our consumers in every bite of our delicious and wholesome sliced bread, buns & rolls, pastries, cakes, cookies, toasted bread, English muffins, bagels, tortillas & flatbreads, salty snacks and other food products enjoyed around the world by millions of people every day. We offer a broad and balanced spectrum of over 9,000 products for all consumption occasions, across premium and value categories, and through several channels under iconic and renowned global brands and strategic regional and national brands.
We have developed a track record of creating and unleashing value in a sustainable manner and adapting seamlessly to changes in circumstances and consumer demands while being at the forefront of innovation, which has been demonstrated by our resilience in economic downturns. We have built a reliable and integrated business platform of significant scale through steady organic growth and strategic acquisitions. Our organic growth has been driven by a combination of market penetration supported by an extensive distribution network, development of enduring and meaningful brands and categories that can be introduced into new markets, product quality and innovation, sustainability as part of our DNA, top-notch technology and continued investments in improving efficiency across our operations. In the last 15 years, we have successfully completed over 50 strategic acquisitions that have expanded and complemented our footprint into new markets, product categories, and distribution channels. As a result of our organic growth and acquisitions, we have a presence in 34 countries and have become the largest baking company in the world in terms of sales according to Euromonitor (2022).
SOURCE Grupo Bimbo, S.A.B. de C.V.
