CYDSA ANNOUNCES MODIFIED DUTCH AUCTION TENDER OFFER FOR UP TO $40 MILLION IN AGGREGATE PURCHASE PRICE FOR ITS OUTSTANDING 6.250% SENIOR NOTES DUE 2027

SAN PEDRO GARZA GARCIA, Mexico, April 6, 2022 /PRNewswire/ — Cydsa, S.A.B. de C.V. (“Cydsa”) (BMV: CYDSASA) announced today that it has commenced a “modified Dutch auction” tender offer to purchase for cash (the “Tender Offer”) up to an aggregate principal amount of its 6.250% Senior Notes due 2027 (the “Notes”) that will not result in the Aggregate Purchase Price (as defined below) for the Notes validly tendered (and not validly withdraw) and accepted for purchase pursuant to the Tender Offer to exceed U.S.$40.0 million (such amount, as may be modified by Cydsa in its sole discretion, the “Maximum Amount”).  The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated April 6, 2022 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and is subject to certain conditions.

The Tender Offer will expire at 11:59 p.m., New York City time, on May 3, 2022, unless extended or earlier terminated by Cydsa in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”).  In order for holders of Notes to be eligible to receive the Total Consideration (as defined below) for their Notes, such holders must validly tender (and not validly withdraw) such Notes at or prior to 5:00 p.m., New York City time, on April 19, 2022, unless extended by Cydsa in its sole discretion (such time and date, as the same may be extended, the “Early Tender Time”). Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Payment (as defined below). If any Notes are purchased in the Tender Offer, Notes tendered at or prior to the Early Tender Time with a Bid Price (as defined below) equal to or less than the Clearing Price (as defined below) will be accepted for purchase in priority to other Notes validly tendered in the Tender Offer after the Early Tender Time. Accordingly, if the Maximum Amount is reached in respect of tenders made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.  

The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be equal to the Clearing Price, as determined pursuant to a “modified Dutch Auction” procedure described below, which Total Consideration includes a payment equal to U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer (the “Early Tender Payment”).  Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender Offer Consideration”), equal to (i) the Total Consideration minus (ii) the Early Tender Payment, on the Final Settlement Date (as defined below). The Total Consideration and the Tender Offer Consideration will be payable in cash in U.S. dollars. Holders will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase (the “Accrued Interest”). The aggregate amount of Tender Offer Consideration and Total Consideration that holders of Notes are entitled to receive, excluding Accrued Interest, for Notes that are validly tendered (and not validly withdrawn) and accepted for purchase by Cydsa is referred to as the “Aggregate Purchase Price.”  The following table describes certain terms of the Tender Offer:

Title of Securities


CUSIP/ISIN


Outstanding
Principal Amount


Early Tender
Payment(1)


Total Consideration
(Accepted Bid Price Range)(1)(2)

6.250% Senior Notes due 2027


232553AA5 / US232553AA57 (Rule 144A);
P3R26HAA8 / USP3R26HAA81 (Reg S)


U.S.$450,000,000


U.S.$50.00


U.S.$955.00 to U.S.$995.00

_____

(1)

Consideration in the form of cash per U.S.$1,000 principal amount of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Time.

(2)

Excludes Accrued Interest, if any, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable. Includes the Early Tender Payment. Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment.

Whether and to what extent tendered Notes of a holder are accepted for purchase in the Tender Offer will depend upon how the Bid Price specified by such holder compares to Bid Prices specified by other tendering holders.  Specifically, at the Early Tender Time, Cydsa will compare all the Bid Prices received at or prior to the Early Tender Time to calculate a single Clearing Price for the Tender Offer. Under the “modified Dutch Auction” procedure, Cydsa will accept Notes validly tendered (and not withdrawn) in the Tender Offer in the order of the lowest to the highest Bid Prices specified or deemed to have been specified by tendering holders at or prior to the Early Tender Time, and will select the single lowest Bid Price so specified that will enable Cydsa to purchase the maximum principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time such that the Aggregate Purchase Price for such Notes would not exceed the Maximum Amount (or, if a single Bid Price as applied to the purchase of all Notes validly tendered (and not withdrawn) in the Tender Offer at or prior to the Early Tender Time would result in an Aggregate Purchase Price less than the Maximum Amount, then Cydsa will select such Bid Price), which is referred to as the “Clearing Price.” 

This means that if a holder of Notes elects to participate in the Tender Offer at or prior to the Early Tender Time, it must specify the minimum purchase price (its “Bid Price”) that such holder would be willing to receive as the Total Consideration in exchange for each U.S.$1,000 in principal amount of Notes it chooses to tender in the Tender Offer.  A holder’s specified Bid Price for each U.S.$1,000 in principal amount of Notes must be in increments of U.S.$2.50 and must be at least U.S.$955.00 (the “Minimum Price”) but not greater than U.S.$995.00 (the “Maximum Price”) (such range, the “Accepted Bid Price Range”). 

Holders who tender Notes at or prior to the Early Tender Time without specifying a Bid Price will be deemed to have specified the Minimum Price as their Bid Price. If any Bid Price is not submitted in a whole increment of U.S.$2.50, such Bid Price will be rounded down to the nearest U.S.$2.50 increment. In addition, tenders of Notes outside of the Accepted Bid Price Range will not be accepted and will not be used for purposes of determining the Clearing Price. Any Bid Price specified by a tendering holder with respect to Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time shall be disregarded and not used for purposes of calculating the Clearing Price, and holders who so tender shall be (i) deemed to have tendered with a Bid Price equal to the Tender Offer Consideration (regardless of the Bid Price submitted by such holder) and (ii) eligible to receive only the Tender Offer Consideration (and not the Early Tender Payment), subject to proration. This may result in Notes being accepted for purchase at a lower price than a holder intended. Acceptance of tendered Notes may be subject to proration.

Cydsa will pay the same Total Consideration or Tender Offer Consideration, as applicable, for all Notes validly tendered (and not validly withdrawn) with Bid Prices at or below the Clearing Price (including Bid Prices deemed to be the Minimum Price or the Tender Offer Consideration as described in the prior paragraph) and accepted for purchase, upon the terms and subject to the conditions of the Tender Offer, taking into account the Maximum Amount and proration.  Accordingly, any holder whose Notes are validly tendered (and not withdrawn) at or prior to the Early Tender Time and accepted in the Tender Offer will receive no less than the Bid Price specified by such holder (or deemed to be specified). Holders who tender after the Early Tender Time will not receive the Early Tender Payment and may receive less than their Bid Price.

On any business day following the Early Tender Time and before the Expiration Time, Cydsa will have the right, but not the obligation, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (the settlement date of such purchase being referred to as the “Early Settlement Date”), subject to the Maximum Amount and proration. The Early Settlement Date with respect to the Tender Offer will be determined at Cydsa’s option, subject to all conditions to the Tender Offer (including a financing condition) having been either satisfied or waived by Cydsa. Regardless of whether Cydsa exercises its option to have an Early Settlement Date with respect to the Tender Offer, Cydsa will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Time and that Cydsa chooses to accept for purchase, subject to all conditions to the Tender Offer (including a financing condition) having been either satisfied or waived by Cydsa, within three business days following the Expiration Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date, each being referred to as a “Settlement Date”), subject to the Maximum Amount and proration.

Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on April 19, 2022, unless extended by Cydsa in its sole discretion (such time and date, as the same may be extended, the “Withdrawal Deadline”), but not thereafter. The Early Tender Time and/or Expiration Time Offer can be extended independently of the Withdrawal Deadline (as defined below) for such Offer and the Early Tender Time, Expiration Time or Withdrawal Deadline with respect to any other Offer.

Cydsa’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase.

In addition, subject to applicable law, Cydsa reserves the right, in its sole discretion, at any time (i) to waive any condition to the Tender Offer, (ii) to amend any of the terms of the Tender Offer, (iii) to terminate the Tender Offer; (iv) to increase or modify the Maximum Amount, (v) to extend the Withdrawal Deadline, (vi) to extend or amend the Early Tender Time or the Expiration Time, or (vii) to modify the Tender Offer Consideration or the Early Tender Payment, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders.   

Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers: Goldman Sachs & Co. LLC: +1 (800) 828-3182 (toll-free) and +1 (212) 357-1452 (collect); and Scotia Capital (USA) Inc. +1 (212) 225-5501 (collect).

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 669-5550 (toll free), +1 (212) 232-3233 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have 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.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Cydsa or any of its affiliates. The Tender Offer is not being made to, nor will Cydsa accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities laws of such jurisdiction.  No recommendation is made as to whether holders should tender their Notes with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.

About Cydsa

Cydsa is a Mexico-based holding company, headquartered in San Pedro Garza Garcia, Nuevo Leon, operating through subsidiaries located in nine cities throughout Mexico, engaged in the industrial sector. Since the incorporation of the Company in 1945, Cydsa has grown into a diversified company and Cydsa’s current products and services range from edible salt to specialty chemicals for diverse industries to clean energy alternatives and hydrocarbon storage. Cydsa sells over 100 different products in more than 15 countries, including Mexico, the United States, Canada, Central America, South America and Europe. As part of Cydsa’s strategy, it offers the first system in Mexico and Latin America dedicated to processing and underground storage of hydrocarbons in salt caverns, offering clean, efficient and safe storage of hydrocarbons, while helping reduce the hydrocarbon storage deficit in Mexico.  Cydsa currently operates through its chemical manufacturing and specialties business group and its energy processing and logistics business group.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about Cydsa’s perspectives and expectations, are forward-looking statements. All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as “proposed,” “anticipate,” “project,” “potential,” “could,” “should,” “continue,” “estimate,” “expect,” “may,” “believe,” “will,” “plan,” “seek,” “outlook” and other similar expressions that are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. Cydsa cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date made. Although the expectations in the forward-looking statements are based on Cydsa’s current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, Cydsa undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Contact:

Oscar Abundio Casas Kirchner


Corporate Finance Director


[email protected]


+52 (81) 8152-4500

SOURCE Cydsa, S.A.B. de C.V.

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