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VOTORANTIM CIMENTOS INTERNATIONAL S.A. ANNOUNCES EARLY RESULTS AND UPSIZING OF TENDER OFFER FOR ITS 7.250% SENIOR NOTES DUE 2041

LUXEMBOURG, May 26, 2022 /PRNewswire/ -- Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), is announcing today the early tender results in connection with its previously announced tender offer for cash (the "Tender Offer") to purchase its 7.250% Senior Notes due 2041 (the "Notes") in an aggregate principal amount that would result in VCI paying aggregate total consideration (excluding accrued and unpaid interest) not to exceed U.S.$200 million. In addition, VCI is announcing today the upsizing of the Tender Offer to purchase for cash Notes in an aggregate principal amount that would result in VCI paying aggregate total consideration (excluding accrued and unpaid interest) not to exceed U.S.$221,789,220 million (the "New Maximum Purchase Amount"). The Notes are guaranteed by VCSA and Votorantim S.A. ("VSA"). The terms and conditions of the Tender Offer are described in VCI's Offer to Purchase, dated May 13, 2022 (the "Offer to Purchase") previously distributed to Holders.

Withdrawal rights for the Tender Offer expired as of 5:00 p.m., New York City time, on May 26, 2022 (the "Withdrawal Deadline"). As of 5:00 p.m., New York City time, May 26, 2022 (the "Early Expiration Deadline"), the following principal amount of the Notes have been validly tendered and not validly withdrawn pursuant to the Tender Offer:

Title of Notes

CUSIP No. /  ISIN No.

Aggregate Principal

Amount Outstanding

New Maximum
Purchase Amount(1)

Aggregate Principal

Amount Tendered

Total Tender Consideration(2)

7.250% Senior Notes due 2041

92911QAA5; P98088AA8 /

US92911QAA58; USP98088AA83

U.S.$546,729,000

U.S.$221,789,220

U.S.$195,335,000

U.S.$1,135.43



(1)

Corresponds to the aggregate total consideration to be payable by VCI with respect to Notes validly tendered and not validly withdrawn. The New Maximum Purchase Amount does not include accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below), which will be paid in addition to the Total Tender Consideration.

(2)

Per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer to Purchase. Includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) on or prior to the Early Expiration Deadline.

Holders who have validly tendered (and not validly withdrawn) their Notes at or prior to the Early Expiration Deadline will be eligible to receive the Total Tender Consideration set forth in the table above, which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"). In addition to the Total Tender Consideration, holders of Notes validly tendered (and not validly withdrawn) at or prior to the Early Expiration Deadline and accepted by VCI for purchase pursuant to the Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the Tender Offer from and including the most recent interest payment date to but excluding the early settlement date, which is currently expected to be June 1, 2022 (the "Early Settlement Date"). VCI's obligation to accept for purchase, and to pay for, the Notes that are validly tendered (and not validly withdrawn) pursuant to the Tender Offer is subject to the New Maximum Purchase Amount and the satisfaction or waiver by VCI of certain conditions to the Tender Offer set forth in the Offer to Purchase.

Although the Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 10, 2022, because, as of the Early Expiration Deadline, holders of the Notes have validly tendered (and not validly withdrawn) Notes in an amount representing an aggregate total consideration (excluding accrued and unpaid interest) that is equal to the New Maximum Purchase Amount, VCI does not expect to accept for purchase tenders of the Notes following the Early Expiration Deadline.

Copies of the Offer to Purchase are available to holders from D.F. King, the information and tender agent for the Tender Offer (the "Information and Tender Agent").  Requests for copies of the Offer to Purchase should be directed to the Information and Tender Agent, (i) banks and brokers calls, at +1 212 269 5550 (collect), (ii) all other calls, at +1 (800) 628 8538 (toll free U.S. only) or (iii) via email, at VCI@dfking.com.

VCI has retained BofA Securities, Inc. ("BofA"), Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities (USA) Inc. ("HSBC"), Itau BBA USA Securities, Inc. ("Itaú BBA") and UBS Securities LLC ("UBS") to act as Dealer Managers in connection with the Tender Offer.  Questions regarding the Tender Offer may be directed to BofA at +1 (646) 855-8988 (collect), +1 (888) 292-0070 (toll free), Citigroup at +1 (212) 723-6106 (collect), +1 (800) 558-3745 (U.S. toll free); HSBC at +1 (212) 525-5552 (collect), +1 (888) HSBC-4LM (toll free); Itaú BBA at +1 (888) 770-4828 (toll free) and +1 (212) 710-6749 (collect); and UBS at +1 (203) 719-4210 (collect) and +1 (888) 719-4210 (toll free).

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.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offer is being made solely pursuant to the Offer to Purchase.  VCI is making the Tender Offer only in those jurisdictions where it is legal to do so.  The Tender Offer is not being made to, nor will VCI accept tenders of Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About Votorantim Cimentos International S.A.

VCI is a direct, wholly-owned subsidiary of VCSA, a global vertically integrated heavy building materials company, with operations in South America, North America, Europe, Asia and Africa. VCSA and its subsidiaries (collectively, "Votorantim Cimentos") produce and sell a complete portfolio of building materials—which includes cement, aggregates, ready mix concrete, mortar and other building materials—and Votorantim Cimentos serves a highly diversified and fragmented client base. VCSA is a wholly-owned, direct subsidiary of VSA, a privately held holding company. VSA's portfolio companies operate in 16 countries in various industries: building materials, finance, aluminum, clean and renewable energy, metals and mining, orange juice, long steel, real estate, and infrastructure.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking 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. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VCI and its affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although VCI believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to VCI's management, VCI cannot guarantee future results or events. VCI expressly disclaims a duty to update any of the forward-looking statements.

 

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SOURCE Votorantim Cimentos International S.A.