HOUSTON and LONDON, June 10,
2019 /PRNewswire/ -- LyondellBasell (NYSE:
LYB) ("LyondellBasell" or the "Company"), one of
the largest plastics, chemicals and refining companies in the
world, today announced that it commenced a "modified Dutch Auction"
tender offer to purchase up to 37,000,000 of its issued and
outstanding ordinary shares, par value €0.04 per share (each,
a "Share," and collectively, "Shares"), or such
lesser number of Shares as are properly tendered and not properly
withdrawn, at a price that is the lesser of (i) a price not
greater than $88.00 nor less
than $77.00 per Share, and (ii) a
price that equals 110% of the Daily VWAP on the expiration date of
the tender offer (the "Final Price Cap"), to the seller
in cash, less any applicable withholding taxes and without
interest. If the Final Price Cap is determined to be less than
$77.00 per Share, which is the
low end of the price range in the tender offer, the Company will
not purchase any Shares tendered, unless it decides, in its sole
discretion, to amend or extend the offer in accordance with
applicable law. The tender offer is made in accordance with the
terms and subject to the conditions described in the offer to
purchase, the related letter of transmittal and other related
materials, as each may be amended or supplemented from time to
time. The "Daily VWAP" is the daily per share
volume-weighted average price for Shares on the New York Stock
Exchange, as defined in more detail in the offer to purchase.
The closing price of the Shares on the New York Stock Exchange
on June 7, 2019, the last full
trading day before the commencement of the tender offer, was
$79.22 per Share. The tender offer is
scheduled to expire at one (1) minute after 11:59 P.M., New York
City time, on July 8, 2019,
unless the offer is extended or terminated. The Company
will determine the final Daily VWAP promptly after the close of
trading on the New York Stock Exchange on July 8, 2019, unless the offer is
extended or terminated, and will announce the final Daily
VWAP, and the corresponding Final Price Cap, no later than
4:30 p.m., New York City time, on such date. Throughout
the offer, the Daily VWAP will be available at
https://www.LYBtenderoffer.com and from Georgeson LLC, the
information agent for the tender offer, which may be contacted at
the address and telephone number set forth on the back cover page
of the offer to purchase.
The Company believes that the repurchase of Shares pursuant
to the tender offer is consistent with its long-term goal of
allocating capital to maximize value for its shareholders and other
stakeholders. The offer also provides a mechanism for
completing the Company's authorized share repurchase program more
rapidly than would be possible through open market
repurchases. The Company believes that the modified
Dutch auction tender offer provides its shareholders with the
opportunity to tender all or a portion of their Shares, and
thereby receive a return of some or all of their investment in the
Company, if they so elect.
The tender offer is not contingent upon any minimum number of
Shares being tendered. However, the tender offer is subject to a
number of other terms and conditions, which are described in detail
in the offer to purchase. Specific instructions and a complete
explanation of the terms and conditions of the tender offer are
contained in the offer to purchase, the related letter of
transmittal and other related materials, which will be mailed to
shareholders of record promptly after commencement of the tender
offer.
None of the Company, the members of its Board of Directors, the
dealer managers, the information agent or the depositary makes any
recommendation as to whether any shareholder should participate or
refrain from participating in the tender offer or as to the
purchase price or purchase prices at which shareholders may choose
to tender their Shares in the tender offer.
The information agent for the tender offer is Georgeson LLC. The
depositary for the tender offer is Computershare Trust Company,
N.A. The dealer managers for the tender offer are J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC. For all
questions relating to the tender offer, please call the
information agent, Georgeson
LLC, toll-free at 1 (866) 300-8594; banks and brokers
may call either dealer manager, J.P.
Morgan Securities LLC at 1 (877) 371-5947 or Morgan Stanley &
Co. LLC at 1 (855) 483-0952.
About LyondellBasell
LyondellBasell is one of
the largest plastics, chemicals and refining companies in the
world. Driven by its employees around the globe, LyondellBasell
produces materials and products that are key to advancing solutions
to modern challenges like enhancing food safety through lightweight
and flexible packaging, protecting the purity of water supplies
through stronger and more versatile pipes, improving the safety,
comfort and fuel efficiency of many of the cars and trucks on the
road, and ensuring the safe and effective functionality in
electronics and appliances. LyondellBasell sells products into more
than 100 countries and is the world's largest producer of polymer
compounds and the largest licensor of polyolefin technologies. In
2019, LyondellBasell was named to Fortune magazine's list of the
"World's Most Admired Companies." More information about
LyondellBasell can be found at www.LyondellBasell.com.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This press
release is not a recommendation to buy or sell Shares or any other
securities of LyondellBasell, and it is neither an offer to
purchase nor a solicitation of an offer to sell Shares or any other
securities of LyondellBasell. LyondellBasell will be filing today a
tender offer statement on Schedule TO, including an offer to
purchase, a related letter of transmittal and other related
materials, with the United States Securities and Exchange
Commission (the "SEC"). The tender offer will only be made
pursuant to the offer to purchase, the related letter of
transmittal and other related materials filed as part of the issuer
tender offer statement on Schedule TO, in each case as may be
amended or supplemented from time to time. Shareholders should read
carefully the offer to purchase, the related letter of transmittal
and other related materials because they contain important
information, including the various terms of, and conditions to, the
tender offer. Shareholders will be able to obtain a free copy of
the tender offer statement on Schedule TO, the offer to purchase,
the related letter of transmittal and other related materials that
LyondellBasell will be filing with the SEC at the SEC's website
at www.sec.gov. In addition, free copies of these documents
may be obtained by contacting Georgeson LLC, the information agent
for the tender offer, toll-free at 1 (866) 300-8594.
Forward-Looking Statements
The statements in this
release relating to matters that are not historical facts are
forward-looking statements. These forward-looking statements are
based upon assumptions of management which are believed to be
reasonable at the time made and are subject to significant risks
and uncertainties. Actual results could differ materially based on
factors including, but not limited to: the business cyclicality of
the chemical, polymers and refining industries; the availability,
cost and price volatility of raw materials and utilities,
particularly the cost of oil, natural gas, and associated natural
gas liquids; competitive product and pricing pressures; labor
conditions; LyondellBasell's ability to attract and retain key
personnel; operating interruptions (including leaks, explosions,
fires, weather-related incidents, mechanical failure, unscheduled
downtime, supplier disruptions, labor shortages, strikes, work
stoppages or other labor difficulties, transportation
interruptions, spills and releases and other environmental risks);
the supply/demand balances for LyondellBasell's and
LyondellBasell's joint ventures' products, and the related effects
of industry production capacities and operating rates;
LyondellBasell's ability to achieve expected cost savings and other
synergies; LyondellBasell's ability to successfully execute
projects and growth strategies; any proposed business combination,
the expected timetable for completing any proposed transactions and
the receipt of any required governmental approvals, future
financial and operating results, benefits and synergies of any
proposed transactions and future opportunities for the combined
company; legal and environmental proceedings; tax rulings,
consequences or proceedings; technological developments, and
LyondellBasell's ability to develop new products and process
technologies; potential governmental regulatory actions; political
unrest and terrorist acts; risks and uncertainties posed by
international operations, including foreign currency fluctuations;
and LyondellBasell's ability to comply with debt covenants and
service LyondellBasell's debt. The accuracy of our expectations and
predictions is also subject to the following risks and
uncertainties: (1) our ability to complete the tender offer; (2)
the price and time at which we may make any additional Share
repurchases following completion of the tender offer and the number
of Shares acquired in such repurchases; and (3) changes in general
economic, business and political conditions, including the
possibility of intensified international hostilities, acts of
terrorism, and changes in conditions of the United States or international lending,
capital and financing markets. Additional factors that could cause
results to differ materially from those described in the
forward-looking statements can be found in the "Risk Factors"
section of LyondellBasell's Form 10-K for the year ended
December 31, 2018, which can be found
at www.LyondellBasell.com on the Investor Relations page and
on the Securities and Exchange Commission's website
at www.sec.gov.
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SOURCE LyondellBasell Industries