FEMSA publishes the definitive interim result of the public tender offer for Valora – participation rate of 84.42%

15.09.2022 / 07:00 / Ad hoc announcement pursuant to art. 53 LR, Shareholder

Monterrey, Mexico / Muttenz, Switzerland, September 15, 2022 – Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”; BMV: FEMSAUBD.MX; FEMSAUB.MX; NYSE: FMX) today published the definitive 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. 3,698,762 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 3,705,851 Valora shares in aggregate, corresponding to 84.42% 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 definitive notice of the interim result is available at https://femsa.gcs-web.com/valora-transaction.

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 4:00 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:

Friday, September 16, 2022	Start of the additional acceptance period
Thursday, September 29, 2022	End of the additional acceptance period, 4:00 p.m. Swiss time
Friday, September 30, 2022	Provisional notice of the end result of the Offer
Wednesday, October 5, 2022	Definitive notice of the end result of the Offer
Friday, October 7, 2022 (expected)	Settlement of the Offer (subject to satisfaction of remaining offer conditions, including regulatory approvals)

Ad hoc announcement pursuant to article 53 LR

pdf / 175 KB

Forward-Looking Statements

This announcement contains statements that are, or may be deemed to be, forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans", "should" or similar terminology. These forward-looking statements include or describe matters that are not historical facts or which may not otherwise be provable by reference to past events. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and/or depend on circumstances that may or may not occur in the future.

Legal Disclaimers

Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Valora Holding AG, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Terms and conditions of the tender offer have been published in the offer prospectus regarding the tender offer dated July 26, 2022. Shareholders of Valora Holding AG are urged to read the tender offer documents, including the offer prospectus, which are or will be available at https://femsa.gcs-web.com/valora-transaction.

Certain Offer Restrictions
The Offer is not being made and will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require FEMSA or any of its direct or indirect subsidiaries, including Impulsora de Marcas e Intangibles, S.A. de C.V. (the "Offeror"), to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.

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.