AUNA S.A.A. ANNOUNCES CONSENT SOLICITATION FOR SENIOR NOTES DUE 2025

MEXICO CITY and LIMA, Peru, May 24, 2023 /PRNewswire/ -- Auna S.A.A. ("Auna" or the "Company"), one of the largest players in the Latin American healthcare industry and with presence in Mexico, Colombia and Peru, announced today that it is soliciting (the "Consent Solicitation") consents (the "Consents") from holders (the "Holders") of Auna's outstanding 6.500% Senior Notes due 2025 (the "Notes") as of 5:00 p.m. New York City time, May 23, 2023 (the "Record Date") to effect a certain amendment to the indenture governing the Notes (as amended from time to time, the "Indenture"), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated May 24, 2023 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"). The Consent Solicitation will expire at 5:00 p.m. New York City time, on June 7, 2023 (such time and date, as the same may be extended from time to time, the "Expiration Date").

All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Consent Solicitation Statement.

Certain details regarding the Notes and the Consent Solicitation are set forth in the table below.

Auna is soliciting Consents in order to allow it to merge with or into a successor issuer, subject to certain conditions, including that the Interest Coverage Ratio (as defined in the Indenture) for the successor issuer and its restricted subsidiaries on a consolidated basis would not be lower than such ratio for Auna and its restricted subsidiaries on a consolidated basis immediately prior to such transaction (the "Proposed Amendment").

After the Supplemental Indenture (as defined below) is effective, the Company expects to redomicile to Luxembourg by way of a merger of the Company into Auna S.A., a société anonyme (limited liability company) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Auna Lux"), with Auna Lux continuing as the surviving entity (the "Merger").  As part of the Merger, Auna Lux will allocate all the assets and liabilities of the Company to, and hold them through, its Peruvian branch (sucursal), Auna S.A., Sucursal del Peru, incorporated and existing under the laws of Peru ("Auna Lux Sucursal").  Accordingly, the Company expects that Auna Lux (through Auna Lux Sucursal) will be the Successor Issuer of the Notes.  The Merger would further simplify the structuring of the entities through which the Company conducts its operations as it expands its regional presence throughout Spanish-speaking Americas ("SSA").

For the actual text of the Proposed Amendment, see "The Proposed Amendment" in the Consent Solicitation Statement. Except for the Proposed Amendment, all of the existing terms of the Indenture will remain unchanged.

Auna will pay (or cause to be paid) to Holders a Consent Payment of U.S.$1.25 per U.S.$1,000 principal amount of Notes in respect of which a Consent has been validly delivered and not validly revoked (the "Consent Payment"). The obligation to pay (or cause to be paid) the Consent Payment for valid and unrevoked Consents to the Proposed Amendment for the Notes is subject to and conditioned upon (i) the receipt of the Requisite Consents (as defined below) for the Notes on or prior to the Expiration Date for the Notes and (ii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin or delay the implementation of the Proposed Amendment, the entering into of the Supplemental Indenture (as defined below) or the payment of the Consent Payment to the Holders of the Notes or that would question the legality or validity thereof (collectively, the "Consent Conditions").

If the Holders of at least a majority of the aggregate outstanding principal amount of the Notes validly deliver and do not validly revoke Consents to the Proposed Amendment (the "Requisite Consents"), Auna, the Guarantors (as defined in the Indenture) and, upon receipt of an officer's certificate and an opinion of counsel, the trustee shall execute a supplemental indenture (the "Supplemental Indenture") to the Indenture effecting the Proposed Amendment. The time and date on which the Supplemental Indenture is executed is hereinafter referred to as the "Consent Time" with respect to the Notes. Consents to the Proposed Amendment for the Notes may not be revoked at any time after the earlier of the Consent Time and 5:00 p.m., New York City time, June 7, 2023 (such time, as may be extended by Auna, in its sole discretion for the Notes, the "Revocation Deadline"), even if the Revocation Deadline for the Notes is later than the Consent Time. Although the Supplemental Indenture and the related Proposed Amendment will become effective immediately upon execution at the Consent Time, the Proposed Amendment will not be operative until the Consent Payment is paid to The Depository Trust Company ("DTC") for the benefit of the Holders on the Settlement Date (as defined below). Auna expects to pay, or cause to be paid, the Consent Payment to DTC for the benefit of such Holders who validly delivered and did not validly revoke Consents to such Proposed Amendment on or prior to the Expiration Date for the Notes within two business days of the Expiration Date and upon the satisfaction or waiver of all Consent Conditions with respect to the Notes (such date with respect to the Notes, the "Settlement Date"). Once the Supplemental Indenture is effective, any Consents given with respect to the Notes may not be revoked and all Holders, including non-consenting Holders, and their respective transferees will be bound by the terms thereof. If the Consent Time is earlier than the Revocation Deadline, then such Consent Time will be the latest time by which Holders can revoke Consents. If the Consent Conditions are not satisfied or waived with respect to the Notes, no Consent Payment with respect to the Notes will be paid to any Holder thereof. Holders who do not provide their Consent prior to the Expiration Date, or who validly revoke their Consent, will not receive the Consent Payment.

The Consent Solicitation is being made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Auna may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. In particular, subject to applicable law, Auna, in its sole discretion, may extend the Expiration Date with respect to the Notes without also extending the Revocation Deadline with respect to the Notes. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendment or any securities. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws.

Banco BTG Pactual S.A. – Cayman Branch, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC are acting as the Solicitation Agents for the Consent Solicitation. Global Bondholder Services Corporation is acting as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to the Solicitation Agents as follows: (i) Banco BTG Pactual S.A. – Cayman Branch at +( (212) 293-4600 or by email at [email protected]; (ii) HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (U.S. Toll-Free) and +1 (212) 525-5552 (Collect); (iii) J.P. Morgan Securities LLC at +1 (866) 846-2874 (U.S. Toll-Free) and +1 (212) 834-7279 (Collect); and (iv) Santander US Capital Markets LLC at +1 (212) 940-1442 (banks and brokers) and +1 (855) 404-3636 (all others, toll free) or by email at [email protected], respectively, or to Global Bondholder Services Corporation at +1 (212) 430-3774 (banks and brokers), +1 (855) 654-2014 (all others, toll free) or by email at [email protected]. The Consent Solicitation Statement is available at: https://www.gbsc-usa.com/auna/. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendment.

About Auna

Founded in 1989, Auna is one of the largest companies in Latin America's healthcare industry. The Company operates 16 hospitals and 10 healthcare centers at all levels of complexity in Mexico, Peru and Colombia. Auna is the leading provider of oncology healthcare plans with a fully integrated model that services over one million members in Peru, and as of recently, 2.5 million members in dental and vision insurance in Mexico. Since 2018, Auna has expanded rapidly, not only through growth in its oncology segment and execution of organic developments, but also through the acquisition of important healthcare players in the high growth markets of Colombia and Mexico. Auna is backed by Enfoca, its controlling shareholder, and one of the leading investment firms in Latin America.

Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendment and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by Auna based on its management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Auna, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in the Consent Solicitation Statement. Any forward-looking statement applies only as of the date on which such statement is made and Auna does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

For more information visit www.aunainvestors.com 

SOURCE Auna S.A.A.

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