Valora Holding: Femsa achieves 84% participation rate

Monterrey (MX) | Muttenz (CH). (femsa) FEMSA Fomento Económico Mexicano, S.A.B. de C.V. published the definitive interim result of its public tender 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 at a price of CHF 260.00 net in cash per share as pre-announced in July 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 percent 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 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, 16:00 Swiss time
  • Friday, September 30, 2022: Provisional notice of the end result of the Offer
  • Wednesday, October 05, 2022: Definitive notice of the end result of the Offer
  • Friday, October 07, 2022 (expected): Settlement of the Offer (subject to satisfaction of remaining offer conditions, including regulatory approvals)

EGM with election of new Valora Board Of Directors

As a further important step in the transaction concerning FEMSA’s public tender offer for Valora, four new FEMSA representatives are proposed for election to the Valora Board of Directors at an Extraordinary General Meeting to be held on 14 October 2022. The existing Valora Board of Directors will resign as agreed.

Following the announcement by Fomento Económico Mexicano, S.A.B. de C.V. on 15 September 2022 of the definitive interim result of its public tender 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 with a participation rate of 84.42 percent of the issued share capital and voting rights of Valora, a further important transaction step will follow with the agreed replacement of the Valora Board of Directors at an Extraordinary General Meeting on 14 October 2022.

As previously communicated and according to the offer prospectus of the public tender offer, the settlement of the public tender offer (and consequently the sale of Valora shares on the basis and pursuant to the modalities of the public tender offer) is, among others, subject to the condition that all members of Valora‘s Board of Directors shall have resigned and a duly convened general meeting of Valora’s shareholders shall have elected the persons nominated by FEMSA to Valora’s Board of Directors – both with effect from and subject to the settlement. The settlement of the public tender offer is expected to take place on 07 October 2022.

Accordingly, all members of the Board of Directors elected at the Ordinary General Meeting of 6 April 2022 have declared their resignation from the Board of Directors with effect immediately after the end of the Extraordinary General Meeting of 14 October 2022 or the settlement of the public tender offer – whichever event occurs later.

At the Extraordinary General Meeting on 14 October 2022, FEMSA CEO Daniel Alberto Rodríguez Cofré will be proposed for election as Chairman of the Valora Board of Directors and, as members, Francisco Camacho Beltrán, Chief Corporate Officer of FEMSA; Carlos Arenas Cadena, CEO of the FEMSA Proximity Division; and Salvador Alfaro Hernández, CFO of the FEMSA Proximity Division. The latter three are also up for election to the Nomination and Compensation Committee.

The Extraordinary General Meeting will take place without physical participation of the shareholders. However, they may exercise their rights via the independent proxy.

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