Upon the terms and subject to the conditions of the Offer, the settlement date is expected to be September 14,
2023, or promptly thereafter (the “Settlement Date”). On the Settlement Date, BNYMCM expects to accept for payment Securities validly tendered and not validly withdrawn before the Expiration Date and Securities validly tendered pursuant to
the guaranteed delivery procedures and to pay the Total Consideration for those Securities.
Tenders of Securities pursuant to the Offer may be validly withdrawn at
any time before the Expiration Date. Securities subject to the Offer may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days
after commencement.
The Offer is conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase, but is not conditioned upon
any minimum principal amount of Securities being tendered. Subject to applicable law, BNYMCM may, at its sole discretion, waive any condition applicable to the Offer and may extend the Offer. Under certain conditions and as more fully described in
the Offer to Purchase, BNYMCM may terminate the Offer before the Expiration Date.
The complete terms and conditions of the Offer are set forth in the Offer to
Purchase and in the related Notice of Guaranteed Delivery, as may be amended or supplemented from time to time, which holders are urged to read carefully before making any decision with respect to the Offer.
The Offer is open to all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company,
or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier
deadline for participation in an Offer.
D.F. King & Co., Inc. is serving as the tender agent and information agent. Requests for documents may be directed
to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 (banks and brokers) or Toll-Free at +1 (800) 814-2879 or email at bnymellon@dfking.com.
Copies of the Offer to Purchase and related Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/bnymellon.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as Joint Dealer Managers (the “Joint Dealer Managers”) for the Offer. Questions
regarding the Offer may also be directed to the Joint Dealer Managers as set forth below:
|
|
|
| Citigroup Global Markets Inc.
388 Greenwich Street, Trading 4th Floor New York, New
York 10013 Attn: Liability Management Group
Collect: +1 (212) 723-6106
Toll-Free: +1 (800) 558-3745
Email: ny.liabilitymanagement@citi.com |
|
Goldman Sachs & Co. LLC
200 West Street New York, New York 10282
Attn: Liability Management Group Collect: +1 (212) 357-1452 Toll-Free: +1 (800) 828-3182 |
This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to
sell any Securities. The Offer is being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers are made by the Joint Dealer Managers on
behalf of BNYMCM. None of BNY Mellon, BNYMCM, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, D.F. King & Co., Inc., or the trustee or security registrar with respect to the Securities, nor any affiliate of any of the
foregoing, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Securities in response to the Offer.