Regulatory News:
Air Liquide (Paris:AI):
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
Air Liquide Finance (the "Offeror") announces today the pricing
of its previously announced offers to purchase for cash: (i) its
outstanding 2.500% Notes due 2026; and (ii) its outstanding 3.500%
Notes due 2046 (collectively, the "Notes" and such offers, the
"Tender Offers", and each, a "Tender Offer").
The Offeror is making two separate Tender Offers, each on the
terms and subject to the Conditions set forth in the offer to
purchase dated March 15, 2023 (the "Offer to Purchase"), as amended
by the early results announcement dated March 29, 2023. The Offer
to Purchase is available, subject to eligibility confirmation and
registration, from the Tender Offers Website:
https://www.gbsc-usa.com/airliquide/. Capitalized terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Offer to Purchase.
The "Total Consideration" for each $1,000 principal amount of
Notes tendered and accepted for purchase pursuant to the applicable
Tender Offers was determined in the manner described in the Offer
to Purchase by reference to the sum of (i) the applicable Reference
Yield on the Reference U.S. Treasury Security and (ii) the
applicable Fixed Spread for each series of Notes, all as set out in
the table below and as further described in the Offer to Purchase.
The Reference Yield for each series of Notes was calculated at
10:00 a.m., New York City time, today, March 29, 2023.
Holders of Notes validly tendered (and not validly withdrawn) at
or prior to the Early Tender Time and accepted for purchase by the
Offeror will receive the Total Consideration, which (when
calculated from the applicable Reference Yield and Fixed Spread)
already includes an Early Tender Payment of $50 per $1,000
principal amount of such Notes, together with accrued and unpaid
interest from the last interest payment date for the Notes up to,
but excluding, the Early Settlement Date, which is currently
anticipated to be March 31, 2023.
Additionally, the Offeror has announced today that the Early
Tender Payment of $50 per $1,000 principal amount of Notes shall
apply to Notes validly tendered from the date hereof to at or
before the Expiration Time of 11:59 p.m., New York City time, on
April 11, 2023.
The following table sets forth certain pricing information for
the Tender Offers:
Title of Notes
Issuer
Securities Codes
Maturity Date
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration
(1)(2)
Early Tender
Payment(2)
Tender Offer
Consideration(2)
2.500% Notes due 2026
Air Liquide Finance
ISIN:
US00913RAD89 (144A)
USF0183JHQ79 (Reg S)
CUSIP:
00913R AD8 (144A)
F0183J HQ7 (Reg S)
September 27, 2026
4.625% U.S. Treasury due March
15, 2026
3.908%
35
$943.56
$50.00
$893.56
3.500% Notes due 2046
Air Liquide Finance
ISIN:
US00913RAE62 (144A)
USF0183JHR52 (Reg S)
CUSIP:
00913R AE6 (144A)
F0183J HR5 (Reg S)
September 27, 2046
3.875% U.S. Treasury due February
15, 2043
3.937%
95
$807.49
$50.00
$757.49
- The Total Consideration includes the Early Tender Payment.
- Per $1,000 principal amount of Notes.
The Offeror has retained BofA Securities Europe SA, Citigroup
Global Markets Limited and Natixis Securities Americas LLC to act
as the Dealer Managers for the Tender Offers, and Global Bondholder
Services Corporation to act as the Information and Tender Agent for
the Tender Offers. Questions regarding procedures for tendering
Notes may be directed to Global Bondholder Services Corporation at
+1 (212) 430-3774 (for banks and brokers) / +1 (855) 654-2015 (toll
free) or by email at contact@gbsc-usa.com. Additionally, the tender
offer material is available at
https://www.gbsc-usa.com/airliquide/. Questions regarding the
Tender Offers may be directed to (i) BofA Securities Europe SA at
(within the United States) +1 980 387 3907 (U.S. collect) or +1 888
292 0070 (U.S. toll free) / (within Europe) +33 1 87 70 10 57 or by
email to DG.LM-EMEA@bofa.com; (ii) Citigroup Global Markets Limited
at (within the United States) +1 (212) 723 6106 (U.S. collect) or
+1 (800) 558 3745 (U.S. toll free) / (within Europe) +44 20 7986
8969 or by email to liabilitymanagement.europe@citi.com; and (iii)
Natixis Securities Americas LLC at (within the United States) +1
212 698 3108 / (outside the United States) +33 1 58 55 05 56 or by
email to liability.management-corporate@natixis.com.
This announcement is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security (including the Notes). No offer, solicitation, or
sale will be made in any jurisdiction in which such an offer,
solicitation, or sale would be unlawful. The Tender Offers are only
being made pursuant to the Offer to Purchase. Holders are urged to
carefully read the Offer to Purchase before making any decision
with respect to the Tender Offers.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by the Offeror, the Dealer Managers
and the Information and Tender Agent to inform themselves about and
to observe any such restrictions.
This announcement does not constitute an invitation to
participate in the Tender Offers in or from any jurisdiction in or
from which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws.
The distribution of this announcement and of the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required by each of
the Offeror, the Dealer Managers and the Information and Tender
Agent to inform themselves about, and to observe, any such
restrictions.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or material relating to the Tender Offers
is not being made, and such documents or materials have not been
approved, by an authorised person for the purposes of Section 21 of
the Financial Services and Markets Act 2000, as amended (the
“FSMA”). Accordingly, such documents 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 or materials may be exempt
from the restriction on financial promotions under Section 21 of
the FSMA on the basis that it is only directed at and may be
communicated to (i) persons who have professional experience in
matters relating to investments, being investment professionals as
defined in Article 19 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Financial Promotion
Order”); (ii) persons who fall within Article 43(2) of the
Financial Promotion Order; or (iii) any other persons to whom such
documents or materials may lawfully be made under the Financial
Promotion Order. Any investment or investment activity to which the
Offer to Purchase relates is available only to such persons or will
be engaged only with such persons and other persons should not act
or rely on it.
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offers has been or shall be distributed to the public in France and
only qualified investors (as defined in Article 2(e) of the
Regulation (EU) 2017/1129, as amended (the “Prospectus
Regulation”)) are eligible to participate in the Tender Offers.
Neither this announcement nor the Offer to Purchase has been
submitted to the clearance procedures (visa) of the Autorité des
marchés financiers.
Belgium
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Tender Offers have been or
will be notified to, and none of this announcement, the Offer to
Purchase or any other document or materials relating to the Tender
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority (Autoriteit voor Financiële Diensten
en Markten/Autorité des Services et Marchés Financiers). The Tender
Offers may therefore not be made in Belgium by way of a public
takeover bid (openbaar overnamebod/offre publique d’acquisition) as
defined in Article 3 of the Belgian law of April 1, 2007 on public
takeover bids, as amended (the “Belgian Takeover Law”), save in
those circumstances where a private placement exemption is
available.
The Tender Offers are conducted exclusively under applicable
private placement exemptions. The Tender Offers may therefore not
be advertised and the Tender Offers will not be extended, and
neither the Offer to Purchase nor any other documents or materials
relating to the Tender Offers have been or will be distributed or
made available, directly or indirectly, to any person in Belgium
other than (i) to qualified investors within the meaning of Article
2(e) of the Prospectus Regulation (as defined above) and (ii) in
any circumstances set out in Article 6, §4 of the Belgian Takeover
Law and, in each case, provided that any such person does not
qualify as a consumer within the meaning of Article I.1 of the
Belgian Code of Economic Law, as amended from time to time.
The issuance of the Offer to Purchase is for the personal use of
the above-mentioned qualified investors only and exclusively for
the purpose of the Tender Offers. Accordingly, the information
contained in the Offer to Purchase may not be used for any other
purpose nor may it be disclosed to any other person in Belgium.
Republic of Italy
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Tender Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to
applicable Italian laws and regulations. The Tender Offers are
being carried out in the Republic of Italy as exempt offers
pursuant to Article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of February 24, 1998, as amended (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 Notes that are located in the Republic of Italy can tender
Notes for purchase in the Tender Offers through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB, the Bank of Italy 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 Notes, the Tender Offers, the Offer to Purchase
or any other documents or materials relating to the Tender
Offers.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes, and tenders of Notes in the
Tender Offers will not be accepted from Holders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offers to be made by a licensed broker or dealer
and either of the Dealer Managers or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
Forward-Looking Information
This announcement may include “forward-looking statements”
within the meaning of the U.S. federal securities laws, including
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, which involve risks and uncertainties. You can
identify forward-looking statements because they contain words such
as “believes”, “expects”, “may”, “should”, “seeks”,
“approximately”, “intends”, “plans”, “estimates”, or “anticipates”
or similar expressions that relate to the Offeror’s strategy, plans
or intentions. These forward-looking statements are subject to
risks and uncertainties that may change at any time, and,
therefore, the Offeror’s actual results may differ materially from
those that it expected. The Offeror has based these forward-looking
statements on its current views and assumptions about future
events. While the Offeror believes that these assumptions are
reasonable, the Offeror cautions that it is very difficult to
predict the impact of known factors, and it is impossible for the
Offeror to anticipate all factors that could affect its actual
results. The forward-looking statements included in this
announcement should not be regarded as a representation by the
Offeror that its plans and objectives will be achieved.
The Offeror undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.
A world leader in gases, technologies and services for Industry
and Health, Air Liquide is present in 73 countries with
approximately 67,100 employees and serves more than 3.9 million
customers and patients. Oxygen, nitrogen and hydrogen are essential
small molecules for life, matter and energy. They embody Air
Liquide’s scientific territory and have been at the core of the
company’s activities since its creation in 1902.
Taking action today while preparing the future is at the heart
of Air Liquide’s strategy. With ADVANCE, its strategic plan for
2025, Air Liquide is targeting a global performance, combining
financial and extra-financial dimensions. Positioned on new
markets, the Group benefits from major assets such as its business
model combining resilience and strength, its ability to innovate
and its technological expertise. The Group develops solutions
contributing to climate and the energy transition—particularly with
hydrogen—and takes action to progress in areas of healthcare,
digital and high technologies.
Air Liquide’s revenue amounted to more than 29.9 billion euros
in 2022. Air Liquide is listed on the Euronext Paris stock exchange
(compartment A) and belongs to the CAC 40, CAC 40 ESG, EURO STOXX
50, FTSE4Good and DJSI Europe indexes.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230329005826/en/
Media Relations media@airliquide.com
Investor Relations IRTeam@airliquide.com
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