GRUPO BIMBO, S.A.B. de C.V. announces cash tender offer for any and all of its Outstanding 3.875% Senior Notes due 2024.

MEXICO CITY, Oct. 30, 2023 /PRNewswire/ -- GRUPO BIMBO, S.A.B. de C.V. ("we", the "Company" or "Grupo Bimbo") announced today that it commenced a tender offer to purchase for cash from each 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") issued by the Company (the "Offer"), upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2023 (the "Offer to Purchase").

Consideration

Holders who validly tender their Notes and do not validly withdraw on or prior to 5:00 p.m. (New York City time) on November 3, 2023 (the "Withdrawal Date"), or that deliver a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), at or prior to 5:00 p.m. (New York City time) on November 3, 2023 (the "Expiration Date"), and deliver such Notes at or prior to 5:00 p.m. (New York City time) on November 7, 2023 (the "Guaranteed Delivery Date"), will be eligible to receive an amount of consideration (the "Tender Consideration") per US$1,000 of principal amount of Notes tendered as determined by the Dealer Managers (as defined below) in the manner described in the Offer to Purchase.

Holders whose Notes are accepted for purchase pursuant to the Offer will also be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but not including, the applicable Settlement Date (as defined below).

The following table sets forth certain information relating to the Offer.

Conditions

The Offer is not conditioned on any minimum amount of Notes being tendered.  However, consummation of the Offer is conditioned upon satisfaction of certain conditions set forth in the Offer to Purchase, including, without limitation, the New Debt Condition (as defined herein).  We reserve the right to terminate or extend the Offer if any condition of the Offer is not satisfied (or we determine in our sole discretion that it is not reasonably likely that any such condition will be satisfied) or waived by us and otherwise to amend the Offer in any respect without necessarily extending withdrawal rights except as may be required by applicable law.  If we amend a condition to the Offer, we will give the appropriate Holders such notice of the amendment as may be required by applicable law.

New Debt Condition

Concurrently with the commencement of the Offer, Bimbo Bakeries USA, Inc. ("BBU"), a wholly-owned subsidiary of Grupo Bimbo, announced an international capital markets debt offering of notes (the "New Notes") to be sold in an offering (the "New Debt Offering"), the consummation of which is subject to customary closing conditions. 

BBU intends to use the net proceeds from the New Debt Offering for general corporate purposes (including the payment of certain amounts owed to Grupo Bimbo under certain intercompany transactions).  Grupo Bimbo intends to use the proceeds so received from BBU to fund, in whole or in part, as applicable, the Tender Consideration for the tendered Notes accepted pursuant to the Offer, including Accrued Interest thereon to, but excluding, the Settlement Date (as defined below), plus fees and expenses related to the Offer.  The Company's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Offer, is, among other things, conditioned on the consummation of the New Debt Offering with sufficient funds to meet the obligations of the Company under the Offer to Purchase.  See "Offer to Purchase?The Offer?Conditions of the Offer."

The Offer to Purchase is not deemed to be an offer to sell or a solicitation of an offer to buy any securities in the New Debt Offering.

The Dealer Managers (as defined below) are acting as initial purchasers in the New Debt Offering.

Settlement

The "Settlement Date" is the date promptly after the acceptance by Grupo Bimbo for purchase of the Notes validly tendered on or prior to the Expiration Date or the Guaranteed Delivery Date, as applicable, upon satisfaction (or waiver by Grupo Bimbo) of each and all of the conditions set forth in the Offer to Purchase.  Grupo Bimbo expects that the Settlement Date, if any, will be on or prior to the third business day following the Expiration Date. Subject to applicable law, the Offer may be amended, extended or terminated, without necessarily extending withdrawal rights, except as may be required by applicable law. If the Company determines, in its sole discretion, to extend the Offer beyond the Expiration Date, there will be a new Settlement Date with respect to Notes validly tendered on or prior to the Expiration Date.  During any extension of the Offer, all Notes previously tendered or in respect to which a Notice of Guaranteed Delivery has been sent and not accepted for purchase pursuant to such Offer will remain subject to such Offer and may, subject to the terms and conditions of such Offer, be accepted for purchase by the Company.

The Joint Dealer Managers

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as dealer managers (each a "Dealer Manager" and together, the "Dealer Managers") for the Offer. Questions regarding the Offer may be directed to 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

Copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Offer, by calling +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].

Documents relating to the Offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.grupobimbo.com.

Disclaimer

This press release must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in 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, makes any recommendation as to whether holders of Notes should participate in the Offer.

Neither the Offer Documents 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 Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

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, 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 will be required to be made under its own responsibility. Investors are advised to consult their advisors in respect of the tax consequences from their participation in the Offer.

The Offer is being made solely on the terms and conditions set forth in the Offer Documents. 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 the Company or any of its subsidiaries. The Offer is not being made to, nor will 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.

About Us

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).

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.

SOURCE Grupo Bimbo, S.A.B. de C.V.