Orbia Advance Corporation, S.A.B. de C.V., a sociedad anónima bursátil de capital variable, organized under the laws of the United Mexican States (“Orbia”) announced today the tender results and expiration time of its previously announced tender offer to purchase for cash any and all of the outstanding 4.000% Senior Notes due 2027 issued by Orbia (the “Notes”) (the “Tender Offer”), upon the terms and subject to the conditions set forth in the offer to purchase dated May 21, 2025 (the “Offer to Purchase”) and in the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
The expiration time for the Offer was 5:00 p.m., New York City time, May 28, 2025 (the “Expiration Time”). Orbia has been advised by D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the “Tender and Information Agent”), that, as of the Expiration Time, US$425,249,000 in aggregate principal amount of Notes, or approximately 85.05% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. This amount includes US$878,000 aggregate principal amount of Notes tendered pursuant to a Notice of Guaranteed Delivery, which remain subject to delivery under the terms of the Tender Offer. Settlement of the Tender Offer is expected to occur on or about June 2, 2025 (the “Settlement Date”).
The following table sets forth certain information relating to the Tender Offer:
Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase and will be paid in full by Orbia on the Settlement Date and all Holders who validly tendered and did not validly withdraw their Notes at any time at or prior to the Expiration Time will receive the Consideration stated in the table above. Payment for Notes tendered and accepted for payment pursuant to a Notice of Guaranteed Delivery is expected to occur on the Settlement Date.
Additionally, subject to the exceptions in the terms of the Notes, Orbia will pay additional amounts such that the Consideration and Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax.
Orbia's obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase under “Conditions of the Tender Offer.”
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 FloorNew York, New York 10005
Banks and Brokers call: +1 (212) 269-5550 (collect)All others call toll-free: +1 (888) 628-9011E-mail: orbia@dfking.com
Copies of each of the Offer Documents are available at the following web address: www.dfking.com/orbia
Any questions regarding the terms of the Tender Offer may be directed to the Dealer Manager and requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.
The Dealer Manager for the Tender Offer is:
J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179United StatesAttention: Latin America Debt Capital MarketsCollect: +1 (212) 834-7279Toll-Free: +1 (866) 846-2874
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 Manager 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, 06500Ciudad de México, MéxicoTel: +52 55 5366 4000E-mail: diego.echave@orbia.com
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SOURCE Orbia Advance Corporation, S.A.B. de C.V.
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