NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR
TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED
BY THE COMPANY, THE DEALER-MANAGERS AND THE INFORMATION AGENT TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart,” the “Company,”
“we” or “us”) announced today that it has commenced cash tender
offers for:
- up to $2,000,000,000 aggregate purchase
price, including principal, premium and the applicable Early
Participation Amount (as defined herein), but excluding Accrued
Interest (as defined below) (the “Maximum Dollar Amount”), of the
debt securities listed in Table I below (collectively, the “Dollar
Securities”) (such offer to purchase, the “Dollar Tender Offer”);
and
- up to £500,000,000 aggregate purchase
price, including principal, premium and the applicable Early
Participation Amount, but excluding Accrued Interest (the “Maximum
Sterling Amount”), of the debt securities listed in Table II below
(collectively, the “Sterling Securities”) (such offer to purchase,
the “Sterling Tender Offer”),
in each case, plus accrued and unpaid interest on the applicable
series of Dollar Securities and Sterling Securities (collectively,
the “Securities”) from, and including, the most recent interest
payment date for such series of Securities prior to the applicable
Payment Date (as defined herein) to, but not including, the
applicable Payment Date (“Accrued Interest”). The Maximum Dollar
Amount and the Maximum Sterling Amount (collectively, the “Maximum
Amounts”) will not be subject to amendment by Walmart.
Each of the Dollar Tender Offer and the Sterling Tender Offer
(each, a “Tender Offer” and together, the “Tender Offers”) is made
upon the terms and subject to the conditions set forth in the Offer
to Purchase (as it may be amended or supplemented from time to
time, the “Offer to Purchase”) and in the related Letter of
Transmittal (as it may be amended or supplemented from time to
time, the “Letter of Transmittal” and, together with this Offer to
Purchase, the “Offer Documents”), each dated the date hereof.
Capitalized terms used in this announcement but not defined have
the meanings given to them in the Offer to Purchase.
TABLE I: DOLLAR SECURITIES SUBJECT TO THE DOLLAR TENDER
OFFER
Title ofSecurity
SecurityIdentifiers
ApplicableMaturityDate
PrincipalAmountOutstanding(millions)
AcceptancePriorityLevel
AuthorizedDenominations
EarlyParticipationAmount(1)
ReferenceSecurity
BloombergReferencePage/Screen
FixedSpread
(basispoints)
HypotheticalTotalConsideration(2)
6.500% Notesdue 2037 CUSIP: 931142 CK7
ISIN US931142CK74
August 15, 2037 $3,000 1 $2,000 and
integral multiples of $1,000 in excess thereof $30.00
3% U.S. Treasurydue 2/15/2047 FIT1 75
$1,420.14 6.200% Notesdue 2038 CUSIP: 931142 CM3
ISIN: US931142CM31
April 15,2038 $2,000 2 $2,000 and
integral multiples of $1,000 in excess thereof $30.00
3% U.S. Treasurydue 2/15/2047 FIT1 75
$1,385.78 5.625% Notesdue 2040 CUSIP: 931142 CS0
ISIN: US931142CS01
April 1,2040 $1,250 3 $2,000 and
integral multiples of $1,000 in excess thereof $30.00
3% U.S. Treasurydue 2/15/2047 FIT1 80
$1,311.21 5.625% Notesdue 2041 CUSIP: 931142 DB6
ISIN: US931142DB66
April 15,2041 $2,000 4 $2,000 and
integral multiples of $1,000 in excess thereof $30.00
3% U.S. Treasurydue 2/15/2047 FIT1 80
$1,320.26
(1) Per $1,000 principal amount of Dollar Securities.
(2) The Total Consideration payable for each series of Dollar
Securities includes the Early Participation Amount and will be a
price per $1,000 principal amount of such series of Securities
validly tendered in the Dollar Tender Offer at or prior to the
Early Participation Date for the Dollar Tender Offer and accepted
for purchase by us and is calculated using the applicable Fixed
Spread. Holders whose Securities are accepted will also receive
Accrued Interest on such Securities. The Total Consideration
includes the applicable Early Participation Amount. The
Hypothetical Total Consideration shown in this table is per $1,000
principal amount of Dollar Securities and assumes that the
Reference Yield had been measured at 10:00 a.m., New York City
time, on June 14, 2017, as determined by the Joint Lead
Dealer-Managers (see Schedule B to the Offer to Purchase).
TABLE II: STERLING SECURITIES SUBJECT TO THE STERLING TENDER
OFFER
Title ofSecurity
SecurityIdentifier
ApplicableMaturityDate
PrincipalAmountOutstanding(millions)
AcceptancePriorityLevel
AuthorizedDenominations
EarlyParticipationAmount(1)
ReferenceSecurity
BloombergReferencePage/Screen
FixedSpread(basispoints)
HypotheticalTotalConsideration(2)
4.875% Notesdue 2039* ISIN: XS0279211832 January 19,
2039 £1,000 1 £50,000 and integral multiples
of £1,000 in excess thereof £30.00 4.25% UK
Treasurydue 2039 DMO2 60 £1,441.58 5.250%
Notesdue 2035* ISIN: XS0202077953 September 28, 2035
£1,000 2 £1,000 and integral multiples of
£1,000 in excess thereof £30.00 4.50% UK Treasurydue
2034 DMO2 60 £1,474.02 5.750% Notesdue 2030**
ISIN: XS0121617517 December 19, 2030 £500
3 £1,000 and integral multiples of £1,000 in excess
thereof £30.00 4.75% UK Treasurydue 2030 DMO2
65 £1,456.02
* Admitted to trading on the Main Securities Market of the Irish
Stock Exchange.
** Admitted to trading on the regulated market of the Luxembourg
Stock Exchange.
(1) Per £1,000 principal amount of Sterling Securities.
(2) The Total Consideration payable for each series of Sterling
Securities includes the Early Participation Amount and will be a
price per £1,000 principal amount of such series of Securities
validly tendered in the Sterling Tender Offer at or prior to the
Early Participation Date for the Sterling Tender Offer and accepted
for purchase by us and is calculated using the applicable Fixed
Spread. Holders whose Securities are accepted will also receive
Accrued Interest on such Securities. The Total Consideration
includes the applicable Early Participation Amount. The
Hypothetical Total Consideration shown in this table is per £1,000
principal amount of Sterling Securities and assumes that the
Reference Yield had been measured at 10:00 a.m., New York City
time, on June 14, 2017, as determined by the Joint Lead
Dealer-Managers (see Schedule B to the Offer to Purchase).
Rationale for the Tender Offers
We are making the Tender Offers to purchase certain outstanding
debt issued by Walmart to reduce our interest expense. Securities
that are accepted in the Tender Offers will be purchased, retired
and canceled by Walmart and will no longer remain outstanding
obligations of Walmart.
“The Tender Offers allow us to take advantage of the current
favorable interest rate environment and reduce our interest expense
going forward. We expect to record a charge for this discrete item
upon completion of the Tender Offers,” said Brett Biggs, Executive
Vice President and Chief Financial Officer.
Details of the Tender Offer
Each Tender Offer will expire at 11:59 p.m., New York City time,
on July 13, 2017, unless, subject to applicable law, such deadline
is extended by the Company in respect of one or both of the Tender
Offers or one or both of the Tender Offers is earlier terminated by
the Company, in each case, in its sole and absolute discretion
(such date and time, as the same may be extended in respect of one
or both Tender Offers, the “Expiration Date”). Securities tendered
at or prior to the applicable Early Participation Date (as defined
herein) may be withdrawn at any time at or prior to 5:00 p.m., New
York City time, on June 28, 2017, unless extended by the Company in
respect of one or both of the Tender Offers in its sole and
absolute discretion (such date and time, as the same may be
extended in respect of one or both Tender Offers, the “Withdrawal
Date”), but not thereafter.
The Company will accept for payment, and thereby purchase, all
Securities validly tendered (and not subsequently validly
withdrawn) pursuant to a Tender Offer at or prior to the applicable
Expiration Date, subject to the applicable Maximum Amount and based
on the applicable acceptance priority levels set forth in Table I
and Table II above (the “Acceptance Priority Levels”), and subject
to proration (if applicable), provided that, with respect to each
Tender Offer, Securities tendered at or prior to the Early
Participation Date will be accepted for purchase in priority to
Securities tendered after the Early Participation Date, but at or
prior to the Expiration Deadline, regardless of the priority of the
series of such later tendered Securities.
Holders of Securities that are validly tendered at or prior to
5:00 p.m., New York City time, on June 28, 2017, unless extended by
the Company in respect of one or both of the Tender Offers in its
sole and absolute discretion (such date and time, as the same may
be extended in respect of one or both Tender Offers, the “Early
Participation Date”), and not subsequently validly withdrawn, and
accepted for purchase by the Company will receive the applicable
Total Consideration (as defined below) for their Securities,
together with any Accrued Interest. The Total Consideration payable
for each series of Securities includes the early participation
amount applicable to such series of Securities, as set forth in the
applicable table above (the “Early Participation Amount”). Holders
validly tendering their Securities after the applicable Early
Participation Date, but at or prior to the applicable Expiration
Date, will only be eligible to receive the applicable “Tender Offer
Consideration,” which is an amount equal to the applicable Total
Consideration less the applicable Early Participation Amount,
together with any Accrued Interest.
Each Tender Offer is subject to certain conditions. Subject to
the Company’s right to terminate a Tender Offer, as described
below, and subject to the applicable Maximum Amount and based on
the Acceptance Priority Levels and proration, the Company will
purchase in each Tender Offer (i) the Securities that have been
validly tendered (and not subsequently validly withdrawn) in that
Tender Offer at or prior to the applicable Early Participation
Date, subject to all conditions to such Tender Offer having been
satisfied or waived by the Company, promptly following such Early
Participation Date (the date of such purchase, which is expected to
be the fifth business day following the Early Participation Date,
the “Early Payment Date”), and (ii) the Securities that have been
validly tendered after the applicable Early Participation Date, but
at or prior to the applicable Expiration Date, subject to all
conditions to such Tender Offer having been satisfied or waived by
the Company, promptly following the Expiration Date (the date of
such purchase, which is expected to be the second business day
following the Expiration Date, the “Final Payment Date,” and
together with the Early Payment Date, each a “Payment Date”). If,
on the applicable Early Payment Date, Securities are purchased in a
Tender Offer for an aggregate purchase price that is equal to the
Maximum Amount for such Tender Offer, no additional Securities will
be purchased in such Tender Offer, and there will be no Final
Payment Date for such Tender Offer.
The “Total Consideration” payable for each series of Securities
will be a price for each $1,000 or £1,000 principal amount, as
applicable, of such series of Securities validly tendered at or
prior to the applicable Early Participation Date, and accepted for
purchase by the Company (subject to the applicable Acceptance
Priority Levels and to proration, if any) equal to an amount,
calculated in accordance with Schedule A-1 or A-2, as applicable,
to the Offer to Purchase that would reflect, as of the applicable
Early Payment Date, a yield to the maturity date of such series of
Securities equal to the sum of (i) the Reference Yield (as defined
below) for such series of Securities, determined in each case as of
10:00 a.m. (New York City time) by the Joint Lead Dealer-Managers
(as defined below), on the business day following the applicable
Early Participation Date (the “Reference Yield Determination
Date”), plus (ii) the fixed spread applicable to such series of
Securities, as set forth in the Tables above (the “Fixed Spread”),
excluding Accrued Interest. The Total Consideration includes the
applicable Early Participation Amount. The “Reference Yield” means,
with respect to each series of Dollar Securities, the bid-side
price of the applicable reference security listed in the Tables
above (the “Reference Security”) as displayed on the applicable
reference page set forth in Table I above, and with respect to each
series of Sterling Securities, the mid-market price of the
applicable Reference Security as displayed on the applicable
reference page set forth in Table II above.
For further details about the procedures about tendering the
Securities, please refer to the Offer Documents, including the
procedures set out under the heading “The Tender Offers—Procedures
for Tendering Securities” of the Offer to Purchase.
Indicative Timetable for Each Tender Offer
Event
Calendar Date and
Time
Commencement June 15, 2017
Early Participation
Date 5:00 p.m., New York City time, on June 28, 2017, unless
extended by the Company in respect of one or both of the Tender
Offers in its sole and absolute discretion.
Withdrawal
Date 5:00 p.m., New York City time, on June 28, 2017, unless
extended by the Company in respect of one or both of the Tender
Offers in its sole and absolute discretion.
Announcement
of Results of Early Participation As soon as reasonably
practicable after the Early Participation Date.
Reference
Yield Determination Date 10:00 a.m. (New York City time), on
June 29, 2017, unless extended by the Company in respect of one or
both of the Tender Offers in its sole and absolute discretion.
Early Payment Date Promptly following the Early
Participation Date (expected to be on or about July 6, 2017),
subject to the satisfaction or waiver of the conditions to the
applicable Tender Offer.
Expiration Date 11:59 p.m.,
New York City time, on July 13, 2017, unless, subject to applicable
law, extended by the Company in respect of one or both of the
Tender Offers or one or both of the Tender Offers is earlier
terminated by the Company, in each case, in its sole and absolute
discretion.
Final Payment Date Promptly following the
Tender Expiration Date (expected to be on or about July 17, 2017) ,
subject to the satisfaction or waiver of the conditions to the
applicable Tender Offer and assuming additional Securities may be
purchased in such Tender Offer without the applicable Maximum
Amount being exceeded.
The Company reserves the right, in its sole discretion, not to
accept any Tender Instructions, not to purchase any Securities and
to extend, re-open, withdraw or terminate either or both Tender
Offer and to amend or waive any of the terms and conditions of
either or both Tender Offer in any manner, subject to applicable
laws and regulations. If the Company take any of the foregoing
actions with respect to a Tender Offer, it will not be required to
take such action with respect to the other Tender Offer. Neither
Tender Offer is conditioned on any minimum amount of Securities
being tendered under the Tender Offer or upon the successful
consummation of the other Tender Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the Securities when such
intermediary would require to receive instructions from a holder in
order for that the holder to be able to participate in the Tender
Offers before the deadlines specified above. The deadlines set by
any such intermediary and each of Clearstream Banking S.A.
(“Clearstream”) and Euroclear Bank SA/NV (“Euroclear” and together
with Clearstream and DTC, the “Clearing Systems”) for the
submission of Tender Instructions will be earlier than the relevant
deadlines specified above.
Copies of all announcements, press releases and notices can also
be obtained from the Information Agent, the contact details for
whom are set out below. Significant delays may be experienced where
notices are delivered to the Clearing Systems and holders are urged
to contact the Information Agent for the relevant announcements
relating to the Tender Offers.
Holders are advised to read carefully the Offer Documents for
full details of and information on the procedures for participating
in the Tender Offers.
Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC
(“J.P. Morgan”) and Mizuho Securities USA LLC (“Mizuho”) are acting
as joint lead dealer-managers (the “Joint Lead Dealer-Managers”),
Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp.
and Citigroup Global Markets Inc. are acting as senior
co-dealer-managers (the “Senior Co-Dealer-Managers”) and Santander
Investment Securities Inc., BBVA Securities Inc. and RBS Securities
Inc. (marketing name “NatWest Markets”) are acting as co-dealer
managers (collectively, with the Joint Lead Dealer-Managers and the
Senior Co-Dealer-Managers, the “Dealer-Managers”) in connection
with the Tender Offers. Global Bondholder Services Corporation is
acting as information agent (the “Information Agent”) and
depository (the “Depository”) in connection with the Tender
Offers.
Questions and requests for assistance in connection with the
Tender Offers may be directed to Barclays, J.P. Morgan, Mizuho (or
their respective affiliates) or the Information Agent at their
addresses and telephone numbers set forth below:
Barclays Capital Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
745 Seventh Avenue, 5th Floor
383 Madison Avenue
320 Park Avenue, 11th Floor
New York, New York 10019
New York, New York 10179
New York, New York 10022
Attn: Liability Management Group
Attn: Liability Management Group
Attn: Liability Management Group
Collect: (212) 528-7581
Collect: (212) 834-4811
Collect: (212) 205-7736
U.S. Toll Free: (800) 438-3242
U.S. Toll Free: (866) 834-4666
U.S. Toll Free: (866) 271-7403
Liability.management@barclays.com
Barclays Bank PLC J.P. Morgan Securities
plc
Mizuho International plc
5 The North Colonnade
25 Bank Street, Canary Wharf
Mizuho House
Canary Wharf, London, E14 4BB
London, E14 5JP
30 Old Bailey
Attn: Liability Management Group
Attn: Liability Management Group
London, EC4M 7AU
Phone: +44 (0) 203-134-8515
Phone: +44 (0) 207-134-2468
Attn: Liability Management Group
Phone: +44 (0) 207-090-6929
Questions and requests for assistance in
connection with the delivery of Tender Instructions may be directed
to the Information Agent.
Global Bondholder Services
Corporation
65 Broadway, Suite 404 New York, New York 10006 Attention:
Corporate Actions
Email: contact@gbsc-usa.com
http://www.gbsc-usa.com/Wal-Mart/
Banks and Brokers call: (212) 430-3774 U.S. Toll Free: (866)
924-2200 International call: 001-212-430-3774
DISCLAIMER This announcement must be read in conjunction
with the Offer Documents. This announcement and the Offer Documents
contain important information which should be read carefully before
any decision is made with respect to either of the Tender Offers.
If you are in any doubt as to the contents of this announcement or
the Offer Documents or the action you should take, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your broker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Securities are held
on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee or intermediary must contact such entity if it
wishes to participate in either of the Tender Offers. None of the
Dealer-Managers, the Information Agent and the Company makes any
recommendation as to whether holders should tender their Securities
for purchase pursuant to either of the Tender Offers.
None of the Dealer-Managers, the Information Agent and any of
their respective directors, officers, employees, agents or
affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Company, the
Securities or the Tender Offers contained in this announcement or
in the Offer Documents. None of the Dealer-Managers, the
Information Agent and any of their respective directors, officers,
employees, agents or affiliates is acting for any holder, or will
be responsible to any holder for providing any protections which
would be afforded to its clients or for providing advice in
relation to either of the Tender Offers, and accordingly none of
the Dealer-Managers, the Information Agent and any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for any failure by the Company to
disclose information with regard to the Company or Securities which
is material in the context of either of the Tender Offers and which
is not otherwise publicly available.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes
an offer or an invitation to participate in a Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer Documents in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer Documents comes are required by each of
the Company, the Dealer-Managers and the Information Agent to
inform themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer Documents and
any other documents or materials relating to the Tender Offers is
not being made by, and such documents and/or materials have not
been approved by, an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000, as amended.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), or persons who are within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order
(such persons together being “Relevant Persons”).
Ireland
The Tender Offers are not being made, directly or indirectly, to
the public in Ireland and no offers, issuances, placements or sales
of any notes or securities under or in connection with the Tender
Offers may be effected and the Offer Documents may not be
distributed in Ireland except in conformity with the provisions of
Irish law including (i) the Companies Act 2014 (as amended, the
“Companies Act”), (ii) the Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended) and any rules issued under Section
1363 of the Companies Act by the Central Bank of Ireland (the
“Central Bank”), (iii) the European Communities (Markets in
Financial Instruments) Regulations 2007 (Nos 1 to 3) (as amended,
the “MiFID Regulations”), including, without limitation,
Regulations 7 (Authorisation) and 152 (Restrictions on Advertising)
thereof or any codes of conduct made under the MiFID Regulations,
and the provisions of the Investor Compensation Act 1998 (as
amended), (iv) the Market Abuse Regulation (EU 596/2014) and any
rules and guidance issued by the Central Bank under Section 1370 of
the Companies Act, and (v) the Central Bank Acts 1942 to 2015 and
any codes of conduct rules made under Section 117(1) of the Central
Bank Act 1989 (as amended).
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. Neither this announcement, the Offer to
Purchase nor any other documents or marketing, or offering
materials relating to the Tender Offers, has been or shall be
distributed or caused to be distributed to the public in France and
only (i) qualified investors (investisseurs qualifiés) acting for
their own account, other than individuals, and/or (ii) providers of
the investment service of portfolio management for the account of
third parties (personnes fournissant le service d’investissement de
gestion de portefeuille pour le compte de tiers) all as defined in,
and in accordance with, Articles L.411-1, L.411-2, L.744-1,
L.754-1, L.764-1, D.411-1, D.744-1, D.754-1 and D.764-1 of the
French Code monétaire et financier, are eligible to participate in
the Tender Offers. This Offer to Purchase has not been submitted to
the clearance procedures (visa) of the Autorité des marchés
financiers.
Belgium
The Tender Offers do not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover
Law. The Tender Offers are exclusively conducted under applicable
private placement exemptions and have therefore not been, and will
not be, notified to, and neither this announcement, the Offer to
Purchase nor any other document or material relating to the Tender
Offers has been, or will be, approved by the Belgian Financial
Services and Markets Authority (Autorité des Services et Marchés
Financiers/Autoriteit voor Financiële Diensten en Markten).
Accordingly, the Tender Offers, this announcement, the Offer to
Purchase, any memorandum, information circular, brochure or any
similar documents relating to the Tender Offers may not be
advertised, offered, distributed, or made available, directly or
indirectly, to any person located and/or resident in Belgium other
than to persons who qualify as “Qualified Investors” in the meaning
of Article 10, §1, of the Belgian Prospectus Law, as referred to in
Article 6, §3, 1° of the Belgian Takeover Law, and who is acting
for its own account (and without prejudice to the application of
Article 6, §4 of the Belgian Takeover Law), or in other
circumstances which do not constitute a public offering in Belgium
pursuant to the Belgian Takeover Law. The Offer to Purchase has
been issued only for the personal use of the above Qualified
Investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained therein may not be used for
any other purpose or disclosed to any other person in Belgium
(without prejudice to the application of Article 6, §4 of the
Belgian Takeover Law).
Luxembourg
The terms and conditions relating to this announcement, the
Offer Documents and any other documents or materials relating to
the Tender Offers have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) for
purposes of public offering in the Grand Duchy of Luxembourg
(“Luxembourg”). Accordingly, the Tender Offers may not be made to
the public in Luxembourg, directly or indirectly, and none of this
announcement, the Offer Documents or any other documents or
materials relating to the Tender Offers or any other prospectus,
form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published
in, Luxembourg except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus
requirements, in accordance with the Luxembourg law of July 10,
2005 on prospectuses for securities, as amended.
Italy
Neither of the Tender Offers, the Offer to Purchase nor any
other documents or materials relating to the Tender Offers has been
or will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Financial
Services Act and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are a
resident of and/or located in Italy can tender the Securities for
purchase through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended,
and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations and
with any requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities, the Tender Offers and/or the Offer
to Purchase.
Switzerland
Neither this announcement, the Offer Documents, any other
documents or materials relating to the Tender Offers nor any other
offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
Article 652a or Article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland
do not apply to the Tender Offers. When in doubt, investors based
in Switzerland are recommended to contact their legal, financial or
tax adviser with respect to the Tender Offers.
Spain
Neither the Tender Offers nor any other documents or materials
relating to the Tender Offers have been or will be submitted for
approval of or recognition by the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) as the Tender
Offers are not subject to such approval or recognition given that
it is not being made in the Kingdom of Spain by way of a public
offering of securities in accordance with article 35 of the
Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de
octubre, por el que se aprueba el texto refundido de la Ley del
Mercado de Valores), as amended and restated, or pursuant to an
exemption from registration in accordance with Royal Decree
1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre,
por el que se desarrolla parcialmente la Ley 24/1988, de 28 de
julio, del Mercado de Valores, en materia de admisión a negociación
de valores en mercados secundarios oficiales, de ofertas públicas
de venta o suscripción y del folleto exigible a tales efectos), and
any regulations developing it which may be in force from time to
time.
The Netherlands
The Tender Offers are not being made, directly or indirectly, to
the public in The Netherlands. Neither this announcement, the Offer
to Purchase nor any other document or material relating to the
Tender Offers has been or shall be distributed to the public in The
Netherlands and only (i) persons or entities which are qualified
investors (gekwalificeerde beleggers) (as defined in the Dutch
Financial Supervision Act (Wet op het financieel toezicht), as
amended) in the Netherlands, (ii) standard logo and exemption
wording is disclosed, as required by article 5:20(5) of the Dutch
Financial Supervision Act (Wet op het financieel toezicht), or such
offer is otherwise made in circumstances in which article 5:20(5)
of the FSA is not applicable are eligible to participate in the
Tender Offers.
Germany
Neither the Tender Offers nor the Offer to Purchase constitutes
an offer of securities or the solicitation of an offer of
securities to the public in Germany under the Securities Prospectus
Act (Wertpapierprospektgesetz). Accordingly, the Offer to Purchase
has not been submitted for approval and has not been approved by
the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) or any other German
public authority.
General
Neither this announcement, the Offer Documents nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities for purchase pursuant to the Tender Offers will not be
accepted from holders) in any circumstances in which such offer or
solicitation is unlawful. The Company is not aware of any
jurisdiction where the making of one or both of the Tender Offers
is not in compliance with the laws of such jurisdiction. If the
Company becomes aware of any jurisdiction where the making of the
Tender Offers would not be in compliance with such laws, the
Company will make a good faith effort to comply with any such laws
or may seek to have such laws declared inapplicable to such Tender
Offers. If, after such good faith effort, the Company cannot comply
with any such applicable laws, the Tender Offers will not be made
to the holders of Securities residing in each such
jurisdiction.
In any jurisdictions where the securities, blue sky or other
laws require the Tender Offers to be made by a licensed broker or
dealer and any of the Dealer-Managers or, where the context so
requires, their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offers shall be deemed
to be made on behalf of the Company by such Dealer-Manager or such
affiliate (as the case may be) in such jurisdiction.
By tendering your securities, or instructing your custodian to
tender your securities, pursuant to a Tender Offer, you are
representing and warranting that you are not a person to whom it is
unlawful to make an invitation to tender pursuant to such Tender
Offer under applicable law, and you have observed (and will
observe) all laws of relevant jurisdictions in connection with your
tender. Each holder participating in a Tender Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to Purchase
under the heading “The Tender Offers—Procedures for Tendering
Securities.” If you are unable to make these representations, your
tender of Securities for purchase may be rejected. Each of the
Company, the Dealer-Managers and the Information Agent reserves the
right, in their absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to a Tender Offer,
whether any such representation given by a holder is correct and,
if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such tender or submission may be rejected.
About Walmart
Wal-Mart Stores, Inc. (NYSE: WMT) helps people around the world
save money and live better - anytime and anywhere - in retail
stores, online, and through their mobile devices. Each week, over
260 million customers and members visit our 11,723 stores under 59
banners in 28 countries and e-commerce websites in 11 countries.
With fiscal year 2017 revenue of $485.9 billion, Walmart employs
approximately 2.3 million associates worldwide. Walmart continues
to be a leader in sustainability, corporate philanthropy and
employment opportunity.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words, and variations of words, such as “will,”
“expect,” “may,” “estimate,” “deliver” and “target” and similar
expressions are intended to identify the Company's forward-looking
statements, including, but not limited to, statements about the
expected timing, size or other terms of the Tender Offers and the
Company's ability to complete the Tender Offers. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's control,
which could cause the Company's actual results to differ materially
from those indicated in the Company's forward-looking statements.
Please see the Cautionary Statement Regarding Forward-Looking
Statements in the Offer to Purchase, as well as the Company's risk
factors, as they may be amended from time to time, set forth in its
filings with the U.S. Securities and Exchange Commission, including
the Company's most recently filed Annual Report on Form 10-K.
Wal-Mart Stores, Inc. disclaims and does not undertake any
obligation to update or revise any forward-looking statement in
this press release, except as required by applicable law or
regulation.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170615005639/en/
Wal-Mart Stores, Inc.Media Relations ContactRandy
Hargrove, 800-331-0085orInvestor Relations ContactSteve
Schmitt, 479-258-7172
Walmart (NYSE:WMT)
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