Announcement of Expiration of Tender Offer for Any and All 2027 Notes by St. Marys Cement Inc. (Canada)

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Apr 02, 2024, 09:51 ET

SÃO PAULO, April 2, 2024 /PRNewswire/ -- Votorantim Cimentos S.A. ("Company") announced today the results of the cash tender offer (the "Tender Offer") by its subsidiary, St. Marys Cement Inc. (Canada) ("St. Marys"), based in Ontario, Canada, for any and all of its outstanding US$500,000,000 in aggregate principal amount of 5.750% Senior Unsecured Guaranteed Notes due 2027 (the "2027 Notes") (144A CUSIP / ISIN: 78478E AA6 / US78478EAA64 and Regulation S CUSIP / ISIN: C86068 AA8 / USC86068AA80), fully, unconditionally and irrevocably guaranteed by the Company, pursuant to the Offer to Purchase dated March 25, 2024 (the "Offer to Purchase").

St. Marys received and accepted for purchase valid tenders for US$261,303,000.00 in aggregate principal amount of 2027 Notes and US$850,000.00 in aggregate principal amount of 2027 Notes reflected in notices of guaranteed delivery. In total, approximately 52% of the outstanding Notes 2027 were tendered. On the terms and subject to the conditions set forth in the Offer to Purchase, St. Marys has accepted for purchase all of the 2027 Notes validly tendered and expects to accept all of the 2027 Notes validly delivered on or prior to the Guaranteed Delivery Expiration Time (as defined in the Offer to Purchase) pursuant to the guaranteed delivery procedures.

Upon settlement of the Tender Offer, scheduled to occur on April 4, 2024 (the "Settlement Date"), the 2027 Notes are expected to have a remaining aggregate principal amount of US$238,697,000.00. This transaction is consistent with the Company's liability management strategy.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The Tender Offer has not been registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM). The Tender Offer will not be carried out in Brazil, except in circumstances that do not constitute a public offering or an unauthorized distribution under Brazilian laws and regulations.

St. Marys and the Company have engaged Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc., MUFG Securities Americas Inc., Santander US Capital Markets LLC and UBS Securities LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Banco Bradesco BBI S.A. at +55 (11) 2169-4528 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at +1 (800) 828-3182 (toll free), Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or +1 (212) 710-6749 (collect), MUFG Securities Americas Inc. at +1 (877) 744-4532 (toll free) or +1 (212) 405-7481 (collect), Santander US Capital Markets LLC at +1 (855) 404 3636 (toll free) or +1 (212) 350 0660 (collect), and UBS Securities LLC at +1 (833) 690-0971 (toll free) or +1 (212) 882-5723 (collect).

This press release may contain forward-looking statements 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, including those related to the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

The Company reaffirms its commitment to financial discipline, transparency of information to investors, and the general market, and will provide any relevant updates on the matter.

VOTORANTIM CIMENTOS S.A.

Bianca Nasser Patrocínio
Vice President of Finance and Investor Relations Officer

SOURCE Votorantim Cimentos S.A.