FEMSA announces the pricing of the offering of shares of Heineken N.V. and Heineken Holding N.V. and the concurrent offering of exchangeable bonds exchangeable into shares of Heineken Holding N.V.Source: OMX
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
MONTERREY, Mexico, Feb. 17, 2023 (GLOBE NEWSWIRE) -- Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA” or, the “Company”) (NYSE: FMX; BMV: FEMSAUBD, FEMSAUB) announces today the pricing of the sale by its wholly-owned subsidiary CB Equity LLP of existing issued ordinary shares (the “Shares”) of both Heineken N.V. and Heineken Holding N.V. (together, the “Heineken Group”) in the total amount of EUR 3.2 billion (approximately 7% of the combined interest in the Heineken Group) (the “Equity Offering”). The Company also announces today the pricing of an offering of senior unsecured exchangeable bonds in the aggregate principal amount of EUR 500 million (the “Bonds”), exchangeable into Shares of Heineken Holding N.V. (the “Exchangeable Offering” and together with the Equity Offering, the “Offering”).
The Offering has been approved by FEMSA’s board of directors and is conducted and announced in accordance with applicable law.
The Equity Offering was executed via an accelerated bookbuild to qualified investors.
The Equity Offering consisted of:
- 20,879,120 in Heineken N.V. representing 3.62% of the issued share capital at a price of EUR91.00 per share, raising gross proceeds of approximately 1.9 billion Euros.
- 17,333,518 Shares in Heineken Holding N.V. representing 6.02% of the issued share capital at a price of EUR75.00 per share, raising gross proceeds of approximately 1.3 billion Euros.
Following the completion of the Equity Offering, FEMSA's shareholding in Heineken N.V. will decrease from 8.63% to 5.01% and in Heineken Holding N.V. from 12.26% to 6.24%, for an overall decrease of FEMSA's economic interest in the Heineken Group from 14.76% to 8.13%. In the final allocation, Heineken N.V. will acquire EUR 708,171,100 in shares of Heineken N.V. and EUR 291,828,750 in shares of Heineken Holding N.V.in the Equity Offering.
The Exchangeable Offering was offered and sold outside the United States to non-U.S. persons (as defined in Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "U.S. Securities Act")).
The Bonds will have a maturity of 3 years (unless previously redeemed, exchanged or purchased and cancelled) and will pay a coupon of 2.625% per annum, payable annually in arrear on February 24 of each year, beginning on February 24, 2024 and will be issued at an issue price of 100% of their principal amount (i.e. 100 thousand Euros per Bond), resulting in an annual yield-to-maturity of 2.625% per annum. The exchange premium was set at a 27.5% premium above the clearing price per ordinary share of Heineken Holding N.V. in the Concurrent Equity Offering. Accordingly, the initial exchange price was set at EUR95.625 and the number of Shares in Heineken Holding N.V. underlying the Bonds at the initial exchange price is approximately 5.2m shares.
The Company will have the option to redeem all, but not some only, of the Bonds in certain circumstances, including from approximately 2 years after the issue date at their principal amount (together with accrued and unpaid interest to, but excluding, the relevant date fixed for redemption) provided that the value of the pro rata share of the Exchange Property in respect of a Bond shall have exceeded 130% of the principal amount of a Bond over a specified period. If not previously exchanged or redeemed, the Bonds will be redeemed at their principal amount on the maturity date, expected to be February 24, 2026. Upon exchange, the Company will have the flexibility to pay in cash, deliver the relevant pro rata share of the Exchange Property (comprising the underlying Heineken Holding N.V. shares) or deliver and pay a combination thereof.
It is intended that an application will be made to admit the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange within 90 days following the closing of the Exchangeable Offering. No prospectus is required in respect of the Exchangeable Offering or the admission to trading of the Bonds and no prospectus or similar document will be published in connection with the Concurrent Equity Offering.
The Company has been advised by the Joint Bookrunners (as defined below) that the Joint Bookrunners have organised a simultaneous placement of existing Heineken Holding N.V. shares on behalf of certain subscribers of the Bonds who wish to sell these shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the Exchangeable Offering (the “Delta Placement”). The placement price for the existing Heineken Holding N.V. shares sold in the Delta Placement was EUR75.00 as determined via an accelerated bookbuilding process that was carried out by the Joint Bookrunners concurrently with the Equity Offering (together with the Equity Offering, the “Concurrent Equity Offering”).
The Company has not received and will not receive any proceeds, directly or indirectly, from any existing Heineken Holding N.V. shares sold pursuant to the Delta Placement.
Subscribers of Bonds on whose behalf the Delta Placement is organised will bear all costs associated therewith and any and all customary broking commissions.
Any offer or sale of existing shares in the Heineken Group in the Concurrent Equity Offering was made (A) (i) outside the United States in offshore transactions in reliance on Rule 903 of Regulation S under the U.S. Securities Act or (ii) within the United States to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (B) with respect to sales in the EEA or the UK, to qualified investors as defined in the Prospectus Regulation (as defined below).
The Company and its subsidiaries are subject to lock-up undertakings ending 90 days after the closing of the Exchangeable Offering, subject to customary exceptions, as well as waiver by the Joint Bookrunners.
The Company and its subsidiaries are subject to similar lock-up undertakings in the context of the Equity Offering.
Use of Proceeds
The Company will use the proceeds of the Offering for general corporate purposes and liability management exercises.
Syndicate and Bookbuilding Process
BofA Securities, Goldman Sachs International and Morgan Stanley are acting as joint bookrunners (the “Joint Bookrunners”) in respect of the Offering and the Delta Placement.
Barclays Bank PLC is acting as sole financial adviser to FEMSA in respect of the Exchangeable Offering and the Concurrent Equity Offering (the “Sole Financial Adviser”).
Settlement of the Equity Offering is expected to take place on February 21, 2023 with respect to all subscribers other than Heineken N.V. and Heineken Holding N.V. and February 24, 2023 with respect to Heineken N.V. and Heineken Holding N.V. as subscribers. The Exchangeable Offering is expected to close on February 24, 2023.
FEMSA is a company that creates economic and social value through companies and institutions and strives to be the best employer and neighbor to the communities in which it operates. It participates in the retail industry through a Proximity Division operating OXXO, a small-format store chain, OXXO Gas, a chain of retail service stations, and Valora, an operator of convenience and foodvenience formats present in 5 countries in Europe. In the retail industry it also participates though a Health Division, which includes drugstores and related activities and Digital@FEMSA, which includes Spin by OXXO and OXXO Premia, among other loyalty and digital financial services initiatives. In the beverage industry, it participates through Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola products in the world by volume; and in the beer industry, as the second largest shareholder of Heineken, one of the world’s leading brewers with operations in over 70 countries. FEMSA also participates in the logistics and distribution industry through its Strategic Business Unit, which additionally provides point-of-sale refrigeration and plastic solutions to its business units and third-party clients. Across its business units, FEMSA has more than 320,000 employees in 18 countries. FEMSA is a member of the Dow Jones Sustainability MILA Pacific Alliance, the FTSE4Good Emerging Index and the Mexican Stock Exchange Sustainability Index: S&P/BMV Total México ESG, among other indexes that evaluate its sustainability performance.
FEMSA Forward Announcement
The foregoing transactions form an integral part of the series of strategic initiatives announced by FEMSA on February 15, 2023, as a result of a thorough strategic review of its business platform, including the bottom-up definition of long-range plans for each business unit, as well as the top-down analysis of FEMSA’s corporate and capital structure. That announcement is available at: https://www.globenewswire.com/news-release/2023/02/15/2609255/0/en/FEMSA-Forward-Announcing-results-of-strategic-review.html. That announcement does not form part of this communication.
The Offering does not require the approval of FEMSA’s shareholders.
No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Bonds, the Shares or the existing Heineken Holding N.V. shares sold in the Delta Placement (together the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. The distribution of this announcement and the offer and sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or other information referred to herein comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.
This announcement is not for distribution, directly or indirectly in or into the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful.
The Securities are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Securities in such jurisdiction. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is unlawful. The Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or, in the case of the Bonds or the shares to be delivered upon exchange of the Bonds, to U.S. persons, absent registration under the U.S. Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Securities in the United States, Australia, Canada, Japan or South Africa. No action has been taken by FEMSA, the Joint Bookrunners or any of their respective affiliates to permit a public offering of the Securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
This announcement does not comprise a prospectus for the purposes of the Prospectus Regulation (as defined below) and/or Part VI of the Financial Services and Markets Act 2000 of the United Kingdom or otherwise and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autorireit Financiële Markten) or any other European securities supervisory authority. It is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell to, or a solicitation of an offer to buy any security nor is it a recommendation to buy or sell any security.
This announcement and the offering when made are only addressed to, and directed in, member states of the European Economic Area (the “EEA”) (each, a “Member State”) and the United Kingdom, at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”) or to and at other persons to whom the offering can otherwise be made pursuant to available exemptions under the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended, and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on Markets in Financial Instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures in the EEA; (d) Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA (“UK MiFIR”); and (e) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “Manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is (a) in the EEA, eligible counterparties and professional clients only, each as defined in MiFID II and (b) in the United Kingdom, eligible counterparties (as defined in the FCA Handbook Conduct of Business Sourcebook) and professional clients (as defined in UK MiFIR); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the Manufacturers’ target market assessment; however, a distributor subject to MiFID II or the Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the Manufacturers’ target market assessment) and determining appropriate distribution channels.
The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds.
For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II and (b) in the United Kingdom, a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) no 2017/565 as it forms part of United Kingdom domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial and Services and Markets Act 2000 (the “FMSA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) no 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") or the PRIIPs Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation and/or the UK PRIIPs Regulation.
In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or who are high-net-worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in a Member State of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with Relevant Persons in the United Kingdom and (b) Qualified Investors in Member States of the EEA. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement or any of its contents.
This announcement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds may not be circulated or distributed, nor may the Bonds be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Singapore SFA Product Classification: In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Bonds are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The Bonds have not been and will not be registered with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”), and therefore, may not be publicly offered or sold in Mexico; the Bonds, however, may be offered or sold in Mexico, on a private placement basis, solely to investors that qualify as institutional or accredited investors, as defined under Mexican law, pursuant to the private placement exemption set forth in Article 8 of the Mexican Securities Market Law and regulations thereunder. The terms and conditions of the Bonds will be notified by the Company to the CNBV as required under applicable law for statistical and information purposes only. The delivery of such notice to, and the receipt thereof by, the CNBV, does not constitute or imply any certification as to the investment quality of the Bonds, or the solvency, liquidity or credit quality of FEMSA.
Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s and the Heineken Group’s publicly available information. None of the Sole Financial Adviser, the Joint Bookrunners, their respective affiliates or any of their or their respective affiliates’ directors, officers, employees, advisers or agents accept any liability arising from the use of, or make any representation or warranty, express or implied, as to the accuracy or completeness of, this announcement the Company’s publicly available information, or any other information relating to FEMSA, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The information contained in this announcement is subject to change in its entirety without notice up to the final settlement date.
Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Securities. None of the Company, the Sole Financial Adviser or the Joint Bookrunners make any representation as to (i) the suitability of the Securities for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of investing in the Securities or (iii) the future performance of the Securities either in absolute terms or relative to competing investments.
An investment in the Securities includes a significant degree of risk. In making any decision to purchase any of the Securities, an investor will be deemed (a) to have such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Securities, (b) not to have relied on (i) any investigation that the Joint Bookrunners or any of their respective affiliates, or any person acting on behalf of the Joint Bookrunners or any of their respective affiliates, may have conducted with respect to the FEMSA, Heineken Holding N.V. or any of the Securities or (ii) any discussions, negotiations or other communications entered into with, or any other written or oral information made available by any of the Joint Bookrunners or their respective officers, employees or agents, (c) to have made its own investment decision regarding the Exchangeable Offering and/or the Concurrent Equity Offering based on its own knowledge, investigation and assessment of FEMSA, FEMSA’s subsidiaries, Heineken Holding N.V., Heineken N.V., the Exchangeable Offering and/or the Concurrent Equity Offering, the terms of the Securities and the terms of the placement of the Securities, and based on such other publicly available information it deems necessary, appropriate and sufficient (and which it confirms it has been able to access, read and understand) and (d) to have consulted its own independent advisers or to otherwise have satisfied itself concerning, without limitation, accounting, regulatory, tax or other consequences in the light of its particular situation under the laws of all relevant jurisdictions.
The Sole Financial Adviser and the Joint Bookrunners are acting on behalf of FEMSA and no one else in connection with the Exchangeable Offering and the Equity Offering and will not be responsible to any other person for providing the protections offered to clients of the Sole Financial Adviser or the Joint Bookrunners or for providing advice in relation to the Exchangeable Offering and/or the Equity Offering.
The Sole Financial Adviser, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, has been engaged by the Company solely as financial adviser to the Company in respect of the Exchangeable Offering and the Concurrent Equity Offering. For the avoidance of doubt, the Sole Financial Adviser will have no role in procuring subscribers for the Bonds or in placing of Shares in the Concurrent Equity Offering.
In connection with the sale of the Exchangeable Offering and the Concurrent Equity Offering, the Sole Financial Adviser, the Joint Bookrunners and any of their affiliates may take up a portion of the Securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Securities and other securities of the Company, the Heineken Group or related investments in connection with the Exchangeable Offering and the Concurrent Equity Offering or otherwise. Accordingly, references in this announcement to the Securities being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Financial Adviser, any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Sole Financial Adviser, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of its affiliates may from time to time acquire, hold or dispose of the Securities. Neither the Sole Financial Adviser nor the Joint Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, each of the Sole Financial Adviser, the Joint Bookrunners and their respective subsidiaries and affiliates may perform services for, or solicit business from, the Company, the Heineken Group, may make markets in the securities of such persons and/or have a position or effect transactions in such securities.
Each of the Company, the Sole Financial Adviser, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Buyers of Bonds who sold shares in the Delta Placement are deemed to have represented, warranted and agreed that (i) they understand that the shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, (ii) they have not offered or sold, and will not offer or sell, any shares within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and (iii) neither they, nor any of their affiliates nor any persons acting on their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) or general solicitation or general advertising (within the meaning of Regulation D under the U.S. Securities Act) in the United States with respect to the shares.
No assurance can be given that the Exchangeable Offering or the Concurrent Equity Offering will be consummated or as to the ultimate terms of the Exchangeable Offering or the Concurrent Equity Offering. This announcement contains certain forward-looking statements that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. FEMSA is under no obligation and expressly disclaims any intention or obligation to update revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from the United States or any other jurisdiction in which such mailing would be illegal, or to publications with a general circulation in those jurisdictions, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States or any other jurisdiction in which such mailing would be illegal or to publications with a general circulation in those jurisdictions.
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