Votorantim Cimentos International S.A. : Announces Increase In Aggregate Maximum Acceptance Limit And Extension Of Early Expiration Deadline Of Its Tender Offers For Its 7.250% Senior Notes Due 2041, 3.500% Notes Due 2022 And 3.250% Notes Due 2021 And Confirmation Of The Existing Terms Of Its Exchange Offer And Consent Solicitation Relating To Its 7.250% Senior Notes Due 2041

LUXEMBOURG, Jan. 25, 2019 /PRNewswire/ -- Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), today announced that it (i) has amended the terms of its previously announced offer to purchase for cash (collectively, the "Tender Offers") of its outstanding 7.250% Senior Notes due 2041 (the "2041 Notes"), 3.500% Notes due 2022 (the "2022 Notes") and 3.250% Notes due 2021 (the "2021 Notes" and, together with the 2041 Notes and the 2022 Notes, the "Notes") to (a) increase the aggregate principal amount of Notes that may be purchased in the Tender Offers to U.S.$900 million (the "Aggregate Maximum Acceptance Limit) from U.S.$650 million and (b) extend the early expiration deadline of each Tender Offer from 5:00 p.m., New York City time, on January 24, 2019 to 11:59 p.m., New York City time, on February 7, 2019 (such revised time and date, the "Tender Early Expiration Deadline), which is the same time as the Expiration Deadline (as defined below) of each Tender Offer and (ii) confirms that the existing terms and conditions are not being amended with respect to its previously announced offer to exchange (the "Concurrent 2041 Notes Exchange Offer") up to U.S.$500 million in aggregate principal amount of the 2041 Notes for newly issued 7.250% Senior Notes due 2041 (the "New St. Marys Notes") of St. Marys Cement Inc. (Canada) ("St. Marys"), which are offered on the terms and conditions set forth in the exchange offer and consent solicitation statement, dated January 10, 2019 (the "Exchange Offer Memorandum"), and the related consent solicitation for the 2041 Notes (the "2041 Consent Solicitation").  

As set forth in the offer to purchase and consent solicitation statement, dated January 10, 2019 (as amended by the terms set forth in this press release, the "Offer to Purchase"), and the Exchange Offer Memorandum, the Tenders Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation are scheduled to expire at 11:59 p.m., New York City time, on February 7, 2019, unless extended or terminated earlier (the "Expiration Deadline").

According to information received by D.F. King, as of 5:00 p.m., New York City time, on January 24, 2019, holders of the 2041 Notes had validly (and not validly withdrawn) tenders for purchase or exchange in the relevant Tender Offer or the Concurrent 2041 Notes Exchange Offer, as applicable, of approximately 50% of the outstanding principal amount of the 2041 Notes.

Withdrawal rights under the Tender Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation expired at 5:00 p.m., New York City time, on January 24, 2019 and have not been extended. All Notes previously tendered for purchase or exchange will remain so tendered for purchase or exchange, as applicable, and all consents delivered will remain so delivered and no other action with respect to such Notes is required. Any Tender Election (as defined in the Exchange Offer Memorandum) or an Exchange Election (as defined in the Offer the Purchase) made by holders of the 2041 Notes may not be withdrawn or modified and will be effectuated in accordance with the terms of, and subject to the conditions in, the Exchange Offer Memorandum and Offer to Purchase, respectively.

In accordance with the Offer to Purchase, VCI intends to purchase any Notes that have been validly tendered and not validly withdrawn by the Tender Early Expiration Deadline, subject to the Aggregate Maximum Acceptance Limit, Acceptance Priority Level (as defined below), and all conditions to the Tender Offers having been satisfied or waived by VCI, on a date promptly following the Tender Early Expiration Deadline (the "Settlement Date").  The amount of a series of Notes that is purchased in the Tender Offers on the Settlement Date will be based on the order of priority (the "Acceptance Priority Level") for such series of Notes set forth in the Offer to Purchase; accordingly, 2041 Notes validly tendered (and not validly withdrawn) on or prior to the Tender Early Expiration Deadline will be accepted before any validly tendered 2022 Notes and 2021 Notes are accepted, and 2022 Notes validly tendered (and not validly withdrawn) on or prior to the Tender Early Expiration Deadline will be accepted before any validly tendered 2021 Notes are accepted. If the aggregate principal amount of Notes validly tendered in the Tender Offers exceeds the Aggregate Maximum Acceptance Limit, VCI will accept such Notes on a pro rata basis based on the Acceptance Priority Level. For purposes of calculating the principal amount of the 2022 Notes and 2021 Notes validly tendered (and not validly withdrawn) in connection with the Aggregate Maximum Acceptance Limit, VCI will convert the principal amount of such Notes into U.S. dollars using the EUR to USD exchange rate as of 5:00 p.m., New York City time on the Tender Early Expiration Deadline.

Holders who validly tender Notes in the Tenders Offers on or prior to the Tender Early Expiration Deadline will receive the Total Tender Consideration (as defined below), with respect to such series of Notes, subject to the Aggregate Maximum Acceptance Limit and the Acceptance Priority Level. Accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date of such series of Notes up to but excluding the Settlement Date will also be paid in cash on the Settlement Date. 

• With respect to the 2041 Notes, "Total Tender Consideration" means, for each U.S.$1,000 principal amount of 2041 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of U.S.$1,065.00.
• With respect to the 2022 Notes, "Total Tender Consideration" means, for each €1,000 principal amount of 2022 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of €1,037.50.
• With respect to the 2021 Notes, "Total Tender Consideration" means, for each €1,000 principal amount of 2021 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of €1,032.50.

The obligation of VCI to accept tendered Notes pursuant to the Tender Offers is subject to certain conditions as set forth in the Offer to Purchase, which may be waived by VCI with respect to the relevant Tender Offer, in whole or in part, at any time and from time to time.  VCI reserves the right, in its sole discretion, not to accept any tenders of Notes in a Tender Offer for any reason. 

In accordance with the Exchange Offer Memorandum, which terms and conditions are not being amended pursuant to this press release, Eligible 2041 Holders (as defined below) who validly tendered and did not validly withdraw 2041 Notes in the Concurrent 2041 Notes Exchange Offer on or prior to 5:00 p.m., New York City time, on January 24, 2019 (the "Exchange Offer Early Expiration Deadline"), will receive the Total Exchange Consideration, which includes the Early Exchange Payment. "Total Exchange Consideration" means, for each U.S.$1,000 principal amount of 2041 Notes validly tendered (and not validly withdrawn) and accepted by VCI, U.S.$1,000 principal amount of New St. Marys Notes and a cash payment of U.S.$2.50. The Total Exchange Consideration includes a payment (the "Early Exchange Payment") of U.S.$30 principal amount of New St. Marys Notes and a cash payment of U.S.$2.50, in each case, per U.S.$1,000 principal amount of 2041 Notes tendered. Eligible 2041 Holders who validly tender (and do not validly withdraw) 2041 Notes in the Concurrent 2041 Notes Exchange Offer after the Exchange Offer Early Expiration Deadline but prior to the Expiration Deadline will receive the Exchange Offer Consideration. "Exchange Offer Consideration" means, for each U.S.$1,000 principal amount of 2041 Notes validly tendered (and not validly withdrawn) and accepted by VCI, U.S.$970 principal amount of New St. Marys Notes. Accrued and unpaid interest on the 2041 Notes accepted for purchase from the last interest payment date of such series of 2041 Notes up to but excluding the Settlement Date will also be paid in cash on the Settlement Date.

The obligation of VCI to accept tendered 2041 Notes pursuant to the Concurrent 2041 Notes Exchange Offer is subject to certain conditions, including the issuance of at least U.S.$300 million aggregate principal amount of New St. Marys Notes in accordance with the Exchange Offer Memorandum, which conditions may be waived by VCI, in whole or in part, at any time and from time to time.  VCI reserves the right, in its sole discretion, not to accept any tenders of 2041 Notes in the Concurrent 2041 Notes Exchange Offer for any reason. 

The Concurrent 2041 Notes Exchange Offer and 2041 Consent Solicitation is being made, and the New St. Marys Notes are being offered, only to holders of the 2041 Notes who are either (a) persons other than "U.S. persons" as defined in Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), and who agree to purchase the New St. Marys Notes outside of the United States, and who are otherwise in compliance with the requirements of Regulation S or (b) U.S. persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act and to whom the New St. Marys Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act; provided that, in each case, (A) if such holder is in the European Economic Area, such holder (i) is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and related implementation measures in member states of the European Economic Area (a "qualified investor") and (ii) is not a retail investor (as defined below), and (B) such holder is not a beneficial owner in or resident of Canada, or an authorized representative acting on behalf of a beneficial owner in or resident of Canada. The holders of 2041 Notes who have certified to VCI that they are eligible to participate in the Concurrent 2041 Notes Exchange Offer and 2041 Consent Solicitation pursuant to at least one of the foregoing conditions are referred to as "Eligible 2041 Holders." Only Eligible 2041 Holders are authorized to receive or review the Exchange Offer Memorandum and to participate in the Concurrent 2041 Notes Exchange Offer. As used above, the expression "retail investor" means a person who is one (or more) of the following (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor.

Requests for copies of the Offer to Purchase or the Exchange Offer Memorandum should be directed to D.F. King, (i) in New York, at [phone] (collect) or [phone] (toll free), (ii) in London, at [phone], (iii) via email, at [e-mail], or (iv) online, at https://sites.dfkingltd.com/VotoCim. References herein to (i) the 2041 Notes, refer to the 7.250% Senior Notes due 2041 (CUSIP No.: 92911QAA5, P98088AA8; ISIN No.: US92911QAA58, USP98088AA83), (ii) the 2022 Notes, refer to the 3.500% Notes due 2022 (ISIN No.: XS1232126810, XS1232127115) and (iii) the 2021 Notes, refer to the 3.250% Notes due 2021 (ISIN No.: XS1061030117, XS1061029614).

VCI has retained Citigroup Global Markets Inc. ("Citigroup"), Morgan Stanley & Co. LLC ("Morgan Stanley"), BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco"), Itau BBA USA Securities, Inc. ("Itaú BBA") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers in connection with the Tender Offers and as Solicitation Agents in connection with the 2041 Consent Solicitation. Questions regarding the Tender Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation may be directed to Citigroup at [phone] (collect), [phone] (toll free); Morgan Stanley at [phone] (collect), [phone] (toll free); BB Securities at +(44) 20 7367-5832 (collect); Bradesco BBI at [phone] (collect); Itaú BBA at [phone] (toll free); and Santander at [phone] (collect) and [phone] (toll free).

None of the Offer to Purchase, the Exchange Offer Memorandum and 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 this press release, the Offer to Purchase, the Exchange Offer Memorandum or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The New St. Marys Notes have not been registered under the Securities Act, or any state securities laws. Accordingly, the New St. Marys Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The New St. Marys Notes have not been, nor will the New St. Marys Notes be, qualified for distribution or distributed to the public under the securities laws of any province or territories of Canada. The New St. Marys Notes are not being offered or exchanged, directly or indirectly in Canada or to or for the account of any resident of Canada. The New St. Marys Notes issued under the Concurrent 2041 Notes Exchange Offer are subject to resale restrictions in Canada and may not be offered or sold in Canada or to Canadian purchasers, except in a transaction exempt from the prospectus requirements of applicable Canadian provincial securities laws and regulations.

This press release is not an offer to purchase or to exchange, a solicitation of an offer to purchase or exchange or a solicitation of consents. The Tender Offers are being made solely pursuant to the Offer to Purchase and the Concurrent 2041 Notes Exchange Offer is being made solely pursuant to the Exchange Offer Memorandum. VCI is making the Tender Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation only in those jurisdictions where it is legal to do so. The Tender Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation are not being made to, nor will VCI accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VCI and its affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although VCI believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to VCI's management, VCI cannot guarantee future results or events. VCI expressly disclaims a duty to update any of the forward-looking statements.

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SOURCE Votorantim Cimentos International S.A.