Minerva Luxembourg S.A. Announces Termination Of HSBC Securities (USA) Inc.’s Tender Offer Relating To Any And All Of The 8.750% Perpetual Notes Issued By Minerva Luxembourg S.A. And Minerva Luxembourg S.A.’s Solicitation Of Consents For Proposed Am

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SÃO PAULO, April 16, 2018 /PRNewswire/ — Minerva Luxembourg S.A., with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 (“Minerva Luxembourg”), which is a wholly-owned subsidiary of Minerva S.A. (“Minerva”), today announced that (i) HSBC Securities (USA) Inc. has terminated its previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of Minerva Luxembourg’s outstanding 8.750% Perpetual Notes (the “Notes”) and (ii) Minerva Luxembourg has terminated its previously announced solicitation of consents (the “Consent Solicitation”) for proposed amendments to the indenture governing the Notes. All Notes that have been validly tendered (and not validly withdrawn) will be returned promptly to the respective holders thereof without any action required on the part of the holders. No consideration will be paid in the Tender Offer for any tendered Notes or the Consent Solicitation for any consents.


The Tender Offer and the Consent Solicitation were subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 19, 2018 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent (together with the Offer to Purchase, the “Offer Documents”). These conditions included, among others, the pricing of an offering of new notes by Minerva Luxembourg. Given the current conditions in the international debt capital markets, Minerva Luxembourg has decided not to pursue an offering of new notes at this time. As a result, the Tender Offer and the Consent Solicitation have been terminated.

This press release confirms formal termination of the Tender Offer and the Consent Solicitation. Minerva Luxembourg reserves the right to initiate a new tender offer at a later date, but is under no obligation to do so.

Holders of Notes with questions regarding the termination of the Tender Offer and the Consent Solicitation may direct such questions to D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer and the Consent Solicitation, at +1 (800) 714-3311 (toll free), +1 (212) 269-5550 (collect) or minerva@dfking.com.

Neither the Offer Documents 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 Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Minerva S.A.
Media Contact: Fernando Galletti de Queiroz
Phone: + 55 11 3074 2444
Fax: + 55 11 3074 2437
Email: fernando.queiroz@minervafoods.com

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. These statements are merely projections and as such are based exclusively on management’s expectations for Minerva, the business of Minerva and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva’s control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Minerva Luxembourg S.A.

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