CYDSA ANNOUNCES EXTENSION OF EARLY TENDER TIME, INCREASE OF MAXIMUM AMOUNT AND ELECTION OF EARLY SETTLEMENT DATE FOR THE TENDER OFFER FOR ITS OUTSTANDING 6.250% SENIOR NOTES DUE 2027

SAN PEDRO GARZA GARCIA, Mexico, April 23, 2024 /PRNewswire/ -- Cydsa, S.A.B. de C.V. ("Cydsa") (BMV: CYDSASA) announced today that it has extended the early tender time for its previously announced tender offer to purchase for cash (the "Tender Offer") of its 6.250% Senior Notes due 2027 (the "Notes") and increased the maximum amount of the Tender Offer so that the aggregate principal amount of Notes that may be accepted for purchase pursuant to the Tender Offer will not result in the Aggregate Purchase Price (as defined below) to exceed U.S.$80 million (such amount, as may be further modified by Cydsa in its sole discretion, the "Revised Maximum Amount"). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated April 9, 2024 (as may be amended or supplemented from time to time, the "Offer to Purchase"), and is subject to certain conditions. The financing condition set forth in the Offer to Purchase has been satisfied with respect to the Revised Maximum Amount.

As of the original early tender time of 5:00 p.m., New York City time, on April 22, 2024 (the "Original Early Tender Time"), U.S.$68,255,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn.  The deadline for holders of Notes to validly tender Notes in the Tender Offer and be eligible to receive the Total Consideration has been extended to 5:00 p.m., New York City time, on May 7, 2024 (as so extended, the "Revised Early Tender Time"). All other terms, provisions and conditions of the Tender Offer will remain in full force and effect, it being understood that references to the "Early Tender Time" in the Offer to Purchase shall mean the Revised Early Tender Time and "Maximum Amount" shall mean the Revised Maximum Amount.

Holders of Notes may tender Notes at or prior to the Revised Early Tender Time in order to receive the Total Consideration. The "Total Consideration" for Notes validly tendered and not validly withdrawn at or prior to the Revised Early Tender Time and accepted for purchase will equal U.S.$990.00 per $1,000 principal amount of such Notes. The Total Consideration consists of the early tender payment equal to U.S.$50.00 per U.S.$1,000 principal amount of such Notes and the "Tender Consideration" of U.S.$940.00 per $1,000 principal amount of such Notes. Holders whose Notes are accepted for purchase in the Tender Offer will also receive accrued and unpaid interest ("Accrued Interest") from the last interest payment date up to, but not including, the applicable Settlement Date. 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."

Pursuant to the Offer to Purchase, and subject to the terms and conditions of the Tender Offer set forth therein, Cydsa intends to accept for purchase all U.S.$68,255,000 aggregate principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Original Early Tender Time and has exercised its right to have an early settlement date with respect to such Notes, which is expected to occur on April 25, 2024 (the "Early Settlement Date"). Following the Early Settlement Date, the outstanding amount of the Notes will be reduced from U.S.$252,010,000 to U.S.$183,755,000.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 7, 2024 (the "Expiration Time"). In addition, the withdrawal deadline of 5:00 p.m., New York City time, on April 22, 2024 for the Tender Offer has now passed; accordingly, Notes validly tendered in the Tender Offer may not be withdrawn.

Cydsa's obligation to accept for purchase, and to pay for, any Notes validly tendered 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.

The Tender Offer is made solely to holders in jurisdictions that are not Sanctioned Countries. As used herein (i) "Sanctioned Country" means a country, region, or territory that is, or whose government is, the subject of territorial or broad-based sanctions, (including, Russia, Belarus, Venezuela, Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic), and (ii) "Sanctions" means any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant sanctions authority. A holder not in an eligible jurisdiction is not eligible to participate in the Tender Offer and any Notes held by such holder shall not be accepted for purchase by Cydsa.

Goldman Sachs & Co. LLC and Santander US Capital Markets LLC are acting as the dealer managers for the Tender Offer and persons with questions regarding the Tender Offer should contact Goldman Sachs & Co. LLC at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (toll free) and Santander US Capital Markets LLC at +1 (212) 350-0660 (collect) or +1 (855) 404-3636 (toll free) or at the following email: [email protected].

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 & Co, Inc. at +1 (888) 887-0082 (toll free), +1 (212) 269-5550 (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 León, operating through subsidiaries located in eight 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.

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