Grupo Bimbo, S.A.B. de C.V. - Tender Offer - Launch

GRUPO BIMBO, S.A.B. de C.V. announces cash tender offer for any and all of its Outstanding 3.875% Senior Notes due 2024. US40052VAC81 - USP4949BAJ37

30 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Grupo Bimbo, S.A.B. de C.V.

"MEXICO CITY, Oct. 30, 2023 /PRNewswire/ -- GRUPO BIMBO, S.A.B. de C.V. ("we", the "Company" or "Grupo Bimbo") announced today that it commenced a tender offer to purchase for cash from each holder (each, a "Holder" and, collectively, the "Holders") any and all of its Outstanding 3.875% Senior Notes due 2024 (CUSIP Nos. 40052V AC8 / P4949B AJ3; ISIN Nos. US40052VAC81 / USP4949BAJ37) (the "Notes") issued by the Company (the "Offer"), upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2023 (the "Offer to Purchase").

Consideration

Holders who validly tender their Notes and do not validly withdraw on or prior to 5:00 p.m. (New York City time) on November 3, 2023 (the "Withdrawal Date"), or that deliver a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), at or prior to 5:00 p.m. (New York City time) on November 3, 2023 (the "Expiration Date"), and deliver such Notes at or prior to 5:00 p.m. (New York City time) on November 7, 2023 (the "Guaranteed Delivery Date"), will be eligible to receive an amount of consideration (the "Tender Consideration") per US$1,000 of principal amount of Notes tendered as determined by the Dealer Managers (as defined below) in the manner described in the Offer to Purchase.

Holders whose Notes are accepted for purchase pursuant to the Offer will also be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but not including, the applicable Settlement Date (as defined below).

The following table sets forth certain information relating to the Offer."

"Conditions

The Offer is not conditioned on any minimum amount of Notes being tendered. However, consummation of the Offer is conditioned upon satisfaction of certain conditions set forth in the Offer to Purchase, including, without limitation, the New Debt Condition (as defined herein). We reserve the right to terminate or extend the Offer if any condition of the Offer is not satisfied (or we determine in our sole discretion that it is not reasonably likely that any such condition will be satisfied) or waived by us and otherwise to amend the Offer in any respect without necessarily extending withdrawal rights except as may be required by applicable law. If we amend a condition to the Offer, we will give the appropriate Holders such notice of the amendment as may be required by applicable law.

New Debt Condition

Concurrently with the commencement of the Offer, Bimbo Bakeries USA, Inc. ("BBU"), a wholly-owned subsidiary of Grupo Bimbo, announced an international capital markets debt offering of notes (the "New Notes") to be sold in an offering (the "New Debt Offering"), the consummation of which is subject to customary closing conditions."

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