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Minerva Luxembourg S.A. Announces Expiration And Final Results Of Its Tender Offer Relating To Any And All Of Its 8.750% Perpetual Notes

Minerva Luxembourg S.A. Announces Expiration And Final Results Of Its Tender Offer Relating To Any And All Of Its 8.750% Perpetual Notes

PR Newswire

SÃO PAULO, Dec. 3, 2018 /PRNewswire/ — Minerva Luxembourg S.A., with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 (“Minerva Luxembourg”), which is a wholly-owned subsidiary of Minerva S.A. (“Minerva”), today announced the expiration and final results in connection with its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 8.750% Perpetual Notes (the “Notes”) from the holders of the Notes (the “Holders”). The Notes are unconditionally and irrevocably guaranteed by Minerva.

The early tender date for the Tender Offer occurred at 5:00 p.m., New York City time, on November 15, 2018 (the “Early Tender Date”). All Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date will be eligible to receive U.S.$1,020.00 for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, plus accrued and unpaid interest to, but not including, the Settlement Date (as defined below).


The Tender Offer expired at 11:59 p.m., New York City time, on November 30, 2018 (the “Expiration Date”). Minerva Luxembourg has been advised that, as of the Expiration Date, U.S.$216,970,000 in aggregate principal amount of the Notes, or approximately 75.48% of the outstanding Notes (excluding any Notes that are held by Minerva or any of its affiliates), had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer (U.S.$1,000,000 of which had been tendered after Early Tender Date and prior to the Expiration Date). The Tender Offer is currently expected to be settled on December 4, 2018 (the “Settlement Date”). Holders of the Notes that were validly tendered (and not validly withdrawn) after the Early Tender Date and at or prior to the Expiration Date will receive U.S.$1,000.00 for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, plus accrued and unpaid interest to, but not including, the Settlement Date.

BB Securities Limited (“BB Securities”) and Banco BTG Pactual S.A.—Cayman Branch (“BTG”) have been engaged to act as dealer managers and solicitation agents in connection with the Tender Offer and the Consent Solicitation (as defined in the Offer Documents (as defined below)). Questions regarding the Tender Offer and the Consent Solicitation may be directed to BB Securities or BTG at their respective telephone numbers set forth on the back cover of each of the Offer to Purchase and Consent Solicitation Statement, dated November 1, 2018 (the “Offer to Purchase”), and the related Letter of Transmittal and Consent (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

The Tender Offer and the Consent Solicitation were conducted on the terms, and subject to the conditions, set forth in the Offer Documents.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of Notes or Consents. Copies of the Offer Documents are available to Holders of Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer and the Consent Solicitation (the “Tender Agent and Information Agent”). Requests for copies of the Offer Documents should be directed to the Tender Agent and Information Agent at +1 (800) 893-5865 (toll free), +1 (212) 269-5550 (collect) or minerva@dfking.com.

Minerva S.A.
Media Contact: Eduardo Puzziello
Phone: +55 11 3074 2444
Email: eduardo.puzziello@minervafoods.com

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Tender Offer, the Consent Solicitation and the Proposed Amendments to the indenture governing the Notes. These statements are merely projections and as such are based exclusively on management’s expectations for Minerva Luxembourg, Minerva and its business and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva Luxembourg’s and Minerva’s control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each of Minerva Luxembourg and Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Cision View original content:http://www.prnewswire.com/news-releases/minerva-luxembourg-sa-announces-expiration-and-final-results-of-its-tender-offer-relating-to-any-and-all-of-its-8-750-perpetual-notes-300759076.html

SOURCE Minerva Luxembourg S.A.

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