CYDSA ANNOUNCES EARLY TENDER RESULTS, PRICING AND UPSIZING OF MODIFIED DUTCH AUCTION TENDER OFFER FOR ITS OUTSTANDING 6.250% SENIOR NOTES DUE 2027

SAN PEDRO GARZA GARCIA, Mexico, April 25, 2022 /PRNewswire/ -- Cydsa, S.A.B. de C.V. ("Cydsa") (BMV: CYDSASA) today announced the early tender results for its previously announced "modified Dutch Auction" tender offer to purchase for cash (the "Tender Offer") its outstanding 6.250% Senior Notes due 2027 (the "Notes"). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated April 6, 2022 (as amended and as may be further amended or supplemented from time to time, the "Offer to Purchase"), and is subject to certain conditions.

As of the previously announced revised early tender time of 5:00 p.m., New York City time, on April 22, 2022 (the "Early Tender Time"), U.S.$64,619,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn at or prior to the Early Tender Time.  The "Total Consideration" for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase will equal U.S.$990 per $1,000 principal amount of such Notes based on the "Clearing Price", as determined pursuant to a "modified Dutch Auction" procedure described in the Offer to Purchase. The Total Consideration includes the early tender payment equal to U.S.$50.00 per U.S.$1,000 principal amount of such Notes. Holders whose Notes are accepted for purchase in the Tender Offer will also receive accrued and unpaid interest ("Accrued Interest") from the last interest payment date up to, but not including, the Settlement Date (as defined below). The aggregate amount of Total Consideration that holders of Notes are entitled to receive, excluding Accrued Interest, for Notes that are validly tendered (and not validly withdrawn) and accepted for purchase by Cydsa is referred to as the "Aggregate Purchase Price."

Cydsa has determined to increase the aggregate principal amount of Notes to be purchased in the Tender Offer to an aggregate principal amount such that the Aggregate Purchase Price for the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will not exceed U.S.$47,680,380 (such amount, the "Maximum Amount"). 

As the aggregate principal amount of the Notes validly tendered would result in an Aggregate Purchase Price that exceeds the Maximum Amount, as increased as described above, Cydsa intends to accept for purchase U.S.$48,162,000 aggregate principal amount of the Notes. Accordingly, subject to the satisfaction or waiver of the conditions precedent to the consummation of the Tender Offer, Cydsa will accept all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time with a bid price at or below U.S.$990 per $1,000 principal amount of Notes. Any Notes tendered with a bid price greater than U.S.$990 per $1,000 principal amount of Notes will not be accepted in the Tender Offer.

Cydsa reserves the right to choose whether it will have an early settlement date, in which case such early settlement will be announced at least one business day prior to the date thereof. If Cydsa does not elect to have an early settlement, Cydsa expects to pay the Total Consideration for accepted Notes, plus Accrued Interest, within three business days of the Expiration Time (as defined below), or as promptly as practicable thereafter (any such early or final settlement date, the "Settlement Date"), subject to the satisfaction or waiver of the conditions, including the financing condition, set forth in the Offer to Purchase. There is no guarantee that the financing condition or any other condition precedent to the consummation of the Tender Offer will be satisfied or waived by Cydsa.

Although the Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 3, 2022 (such time and date, as the same may be extended, the "Expiration Time"), because the Aggregate Purchase Price for Notes validly tendered at or prior to the Early Tender Time reached the Maximum Amount, as increased as described above, no Notes tendered after the Early Tender Time will be accepted for purchase. In addition, as previously announced, pursuant to the terms of the Tender Offer, the withdrawal deadline of 5:00 p.m., New York City time, on April 19, 2022 has now passed; accordingly, Notes validly tendered in the Tender Offer may not be withdrawn.

Cydsa's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase.

Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers: Goldman Sachs & Co. LLC: +1 (800) 828-3182 (toll-free) and +1 (212) 357-1452 (collect); and Scotia Capital (USA) Inc.: +1 (212) 225-5501 (collect).

Neither the Offer to Purchase nor 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 the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Cydsa or any of its affiliates. The Tender Offer is not being made to, nor will Cydsa accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities laws of such jurisdiction.  No recommendation is made as to whether holders should tender their Notes with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.

About Cydsa

Cydsa is a Mexico-based holding company, headquartered in San Pedro Garza Garcia, Nuevo Leon, operating through subsidiaries located in nine cities throughout Mexico, engaged in the industrial sector. Since the incorporation of the company in 1945, Cydsa has grown into a diversified company and Cydsa's current products and services range from edible salt to specialty chemicals for diverse industries to clean energy alternatives and hydrocarbon storage. Cydsa sells over 100 different products in more than 15 countries, including Mexico, the United States, Canada, Central America, South America and Europe. As part of Cydsa's strategy, it offers the first system in Mexico and Latin America dedicated to processing and underground storage of hydrocarbons in salt caverns, offering clean, efficient and safe storage of hydrocarbons, while helping reduce the hydrocarbon storage deficit in Mexico.  Cydsa currently operates through its chemical manufacturing and specialties business group and its energy processing and logistics business group.

Cautionary Note Regarding Forward-Looking Statement

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about Cydsa's perspectives and expectations, are forward-looking statements. All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as "proposed," "anticipate," "project," "potential," "could," "should," "continue," "estimate," "expect," "may," "believe," "will," "plan," "seek," "outlook" and other similar expressions that are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. Cydsa cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date made. Although the expectations in the forward-looking statements are based on Cydsa's current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, Cydsa undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

SOURCE Cydsa, S.A.B. de C.V.

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