Air Liquide Finance Announces an Increase to the Maximum Tender Amount and the Early Results of Cash Tender Offers for Two Series of USD Notes; Early Tender Payment Shall Apply through Expiration Time
PARIS, March 29, 2023--(BUSINESS WIRE)--Regulatory News:
Air Liquide (Paris:AI):
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT
Air Liquide Finance (the "Offeror") announces today (a) an increase to the Maximum Tender Amount for its previously announced offer to purchase for cash its outstanding 2.500% Notes due 2026 and (b) the early results of its previously announced offers to purchase for cash: (i) its outstanding 2.500% Notes due 2026; and (ii) its outstanding 3.500% Notes due 2046 (collectively, the "Notes" and such offers, the "Tender Offers", and each, a "Tender Offer").
Additionally, the Offeror announces today that the Early Tender Payment of $50 per $1,000 principal amount of Notes shall apply to Notes validly tendered from the date hereof to at or before 11:59 p.m., New York City time, on April 11, 2023 (the "Expiration Time").
The Offeror is making two separate Tender Offers, each on the terms and subject to the Conditions set forth in the offer to purchase dated March 15, 2023 (the "Offer to Purchase"). The Offer to Purchase is available, subject to eligibility confirmation and registration, from the Tender Offers Website: https://www.gbsc-usa.com/airliquide/. Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
Increase to the Maximum Tender Amount
The Offeror has decided to increase the Maximum Tender Amount for its 2.500% Notes due 2026 to $400,000,000.
Results of the Tender Offers at the Early Tender Time
As at 5:00 p.m., New York City time, on March 28, 2023 (the "Early Tender Time"), $314,214,000 in aggregate principal amount of the 2.500% Notes due 2026 and $67,679,000 in aggregate principal amount of the 3.500% Notes due 2046 were validly tendered and not validly withdrawn pursuant to the Tender Offers. The Offeror has accepted all such validly tendered Notes for purchase pursuant to the Tender Offers in full, without any proration.
The table below identifies the principal amount of each series of Notes the Offeror has accepted for purchase pursuant to the Tender Offers as at the Early Tender Time.
Title of Notes
2.500% Notes due 2026
Air Liquide Finance
USF0183JHQ79 (Reg S)
00913R AD8 (144A)
F0183J HQ7 (Reg S)
September 27, 2026
3.500% Notes due 2046
Air Liquide Finance
USF0183JHR52 (Reg S)
00913R AE6 (144A)
F0183J HR5 (Reg S)
September 27, 2046
As at the commencement of each of the Tender Offers
As at the Early Tender Time, as reported by the Information and Tender Agent
Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase by the Offeror pursuant to the Tender Offers will be made promptly on the Early Settlement Date, which is expected to occur on March 31, 2023.
The Offeror will announce the Reference Yield, the Total Consideration and the Tender Offer Consideration for each series of Notes as soon as practicable after the determination thereof. The Tender Price Determination Time is 10:00 a.m., New York City time, on March 29, 2023.
In accordance with the terms of each of the Tender Offers, the withdrawal deadline was 5:00 p.m., New York City time, on March 28, 2023. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Offeror).
The Tender Offers are scheduled to expire at the Expiration Time. Holders desiring to tender their Notes prior to the Expiration Time should note that such Holders must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC. Any Holder wishing to tender Notes after 5:00 p.m., New York City time, on the date of the Expiration Time should contact the Information and Tender Agent in order to complete and sign a letter of transmittal (or a facsimile thereof) in accordance with the instructions set forth therein and mail or deliver such manually signed letter of transmittal (or such manually signed facsimile thereof).
Subject to applicable law and the terms and conditions of the Offer to Purchase, the Offeror may terminate any or all of the Tender Offers, waive any or all of the Conditions prior to the Expiration Time, extend the Expiration Time or amend the terms of any or all of the Tender Offers.
The Offeror has retained BofA Securities Europe SA, Citigroup Global Markets Limited and Natixis Securities Americas LLC to act as the Dealer Managers for the Tender Offers, and Global Bondholder Services Corporation to act as the Information and Tender Agent for the Tender Offers. Questions regarding procedures for tendering Notes may be directed to Global Bondholder Services Corporation at +1 (212) 430 3774 (for banks and brokers) / +1 (855) 654 2015 (toll free) or by email at email@example.com. Additionally, the tender offer material is available at https://www.gbsc-usa.com/airliquide/. Questions regarding the Tender Offers may be directed to (i) BofA Securities Europe SA at (within the United States) +1 980 387 3907 (U.S. collect) or +1 888 292 0070 (U.S. toll free) / (within Europe) +33 1 87 70 10 57 or by email to DG.LM-EMEA@bofa.com; (ii) Citigroup Global Markets Limited at (within the United States) +1 (212) 723 6106 (U.S. collect) or +1 (800) 558 3745 (U.S. toll free) / (within Europe) +44 20 7986 8969 or by email to firstname.lastname@example.org; and (iii) Natixis Securities Americas LLC at (within the United States) +1 212 698 3108 / (outside the United States) +33 1 58 55 05 56 or by email to email@example.com.
This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Notes). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are only being made pursuant to the Offer to Purchase. Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
This announcement does not constitute an invitation to participate in the Tender Offers in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
Offer and Distribution Restrictions
The communication of this announcement, the Offer to Purchase and any other documents or material relating to the Tender Offers is not being made, and such documents or materials have not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents or materials may be exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom such documents or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which the Offer to Purchase relates is available only to such persons or will be engaged only with such persons and other persons should not act or rely on it.
The Tender Offers are not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offers has been or shall be distributed to the public in France and only qualified investors (as defined in Article 2(e) of the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation")) are eligible to participate in the Tender Offers. Neither this announcement nor the Offer to Purchase has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be notified to, and none of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Tender Offers may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d’acquisition) as defined in Article 3 of the Belgian law of April 1, 2007 on public takeover bids, as amended (the "Belgian Takeover Law"), save in those circumstances where a private placement exemption is available.
The Tender Offers are conducted exclusively under applicable private placement exemptions. The Tender Offers may therefore not be advertised and the Tender Offers will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Tender Offers have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (as defined above) and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law and, in each case, provided that any such person does not qualify as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time.
The issuance of the Offer to Purchase is for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Tender Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose nor may it be disclosed to any other person in Belgium.
Republic of Italy
None of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy as exempt offers pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes that are located in the Republic of Italy can tender Notes for purchase in the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes, the Tender Offers, the Offer to Purchase or any other documents or materials relating to the Tender Offers.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offers will not be accepted from Holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
This announcement may include "forward-looking statements" within the meaning of the U.S. federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as "believes", "expects", "may", "should", "seeks", "approximately", "intends", "plans", "estimates", or "anticipates" or similar expressions that relate to the Offeror’s strategy, plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, the Offeror’s actual results may differ materially from those that it expected. The Offeror has based these forward-looking statements on its current views and assumptions about future events. While the Offeror believes that these assumptions are reasonable, the Offeror cautions that it is very difficult to predict the impact of known factors, and it is impossible for the Offeror to anticipate all factors that could affect its actual results. The forward-looking statements included in this announcement should not be regarded as a representation by the Offeror that its plans and objectives will be achieved.
The Offeror undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
A world leader in gases, technologies and services for Industry and Health, Air Liquide is present in 73 countries with approximately 67,100 employees and serves more than 3.9 million customers and patients. Oxygen, nitrogen and hydrogen are essential small molecules for life, matter and energy. They embody Air Liquide’s scientific territory and have been at the core of the company’s activities since its creation in 1902.
Taking action today while preparing the future is at the heart of Air Liquide’s strategy. With ADVANCE, its strategic plan for 2025, Air Liquide is targeting a global performance, combining financial and extra-financial dimensions. Positioned on new markets, the Group benefits from major assets such as its business model combining resilience and strength, its ability to innovate and its technological expertise. The Group develops solutions contributing to climate and the energy transition—particularly with hydrogen—and takes action to progress in areas of healthcare, digital and high technologies.
Air Liquide’s revenue amounted to more than 29.9 billion euros in 2022. Air Liquide is listed on the Euronext Paris stock exchange (compartment A) and belongs to the CAC 40, CAC 40 ESG, EURO STOXX 50, FTSE4Good and DJSI Europe indexes.
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