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, THE INFORMATION AGENT AND THE
DEPOSITARY TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart” or the “Company”)
announced today the pricing for its previously announced offer to
purchase the Company’s 7.55% Notes due 2030, 6.750% Debentures due
2023, 4.250% Notes due 2021, 3.250% Notes due 2020, 1.950% Notes
due 2018, 6.500% Notes due 2037, 6.200% Notes due 2038, 5.625%
Notes due 2041, 5.625% Notes due 2040, 5.25% Notes due 2035, 5.000%
Notes due 2040, 4.875% Notes due 2040, 4.750% Notes due 2043,
5.875% Notes due 2027, 4.300% Notes due 2044, 4.000% Notes due
2043, 4.125% Notes due 2019 and 3.625% Notes due 2020
(collectively, the “Dollar Securities”) (such offer to purchase,
the “Dollar Tender Offer”) and its previously announced offer to
purchase the Company’s 4.875% Notes due 2039, 5.250% Notes due 2035
and 5.750% Notes due 2030 (collectively, the “Sterling Securities”
and together with the Dollar Securities, the “Securities”) (such
offer to purchase, the “Sterling Tender Offer” and together with
the Dollar Tender Offer, the “Tender Offers”). The Company also
announced the principal amounts of Securities of each series
expected to be purchased in each Tender Offer.
Each of the Tender Offers is made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January 9,
2018 (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 the Offer to Purchase, the “Offer
Documents”). Copies of the Offer Documents are available from the
Information Agent as set forth below. Capitalized terms used in
this announcement but not defined herein have the meanings given to
them in the Offer to Purchase.
The consideration to be paid in each Tender Offer for the
Securities of each series being purchased in such Tender Offer has
been determined in the manner described in the Offer to Purchase
according to the “Reference Yield,” which means (i) with respect to
the 7.55% Notes due 2030, 6.750% Debentures due 2023, 4.250% Notes
due 2021, 3.250% Notes due 2020, 1.950% Notes due 2018, 6.500%
Notes due 2037, 6.200% Notes due 2038, 5.625% Notes due 2041,
5.625% Notes due 2040, 5.25% Notes due 2035, 5.000% Notes due 2040,
4.875% Notes due 2040, 4.750% Notes due 2043, 5.875% Notes due 2027
and 4.300% Notes due 2044, the yield of the reference security
listed in Table I below for such series of Dollar Securities (the
“Dollar Reference Security”) based on the bid side price of such
Dollar Reference Security as displayed on the applicable reference
page set forth on Table I below at 10:00 a.m., New York City time,
today, and (ii) with respect to the 4.875% Notes due 2039 and
5.250% Notes due 2035, the mid-market yield of the reference
security listed in Table II below for such series of Sterling
Securities (the “Sterling Reference Security”) whereby each
applicable mid-market yield was determined by calculating the
arithmetic mean average of the bid and ask yield to maturity of the
applicable Sterling Reference Security as displayed on the
applicable reference page set forth on Table II below at 10:00
a.m., New York City time, today.
With respect to the Dollar Tender Offer, the Company expects to
accept for purchase in accordance with the Offer to Purchase all of
the Dollar Securities of the following series of Dollar Securities
that were validly tendered and not validly withdrawn at or prior to
the Early Participation Date: 7.55% Notes due 2030 (Acceptance
Priority Level 1), 6.750% Debentures due 2023 (Acceptance Priority
Level 2), 4.250% Notes due 2021 (Acceptance Priority Level 3),
3.250% Notes due 2020 (Acceptance Priority Level 4), 1.950% Notes
due 2018 (Acceptance Priority Level 5), 6.500% Notes due 2037
(Acceptance Priority Level 6), 6.200% Notes due 2038 (Acceptance
Priority Level 7), 5.625% Notes due 2041 (Acceptance Priority Level
8), 5.625% Notes due 2040 (Acceptance Priority Level 9), 5.25%
Notes due 2035 (Acceptance Priority Level 10), 5.000% Notes due
2040 (Acceptance Priority Level 11), 4.875% Notes due 2040
(Acceptance Priority Level 12), 4.750% Notes due 2043 (Acceptance
Priority Level 13), and 5.875% Notes due 2027 (Acceptance Priority
Level 14). In addition, the Company expects to accept for purchase
on a prorated basis in accordance with the Offer to Purchase and
using a proration factor of approximately 25%, the 4.300% Notes due
2044 (Acceptance Priority Level 15), that were validly tendered and
not validly withdrawn at or prior to the Early Participation Date.
The Company expects that no 4.000% Notes due 2043 (Acceptance
Priority Level 16), 4.125% Notes due 2019 (Acceptance Priority
Level 17) or 3.625% Notes due 2020 (Acceptance Priority Level 18)
will be purchased pursuant to the Dollar Tender Offer.
Holders who validly tendered and did not validly withdraw those
Dollar Securities that are accepted for purchase in the Dollar
Tender Offer will receive the applicable “Total Consideration”
listed in Table I below per $1,000 principal amount of their
purchased Dollar Securities of each such series, which includes the
Early Participation Amount of $50 per $1,000 principal amount of
such Dollar Securities, and accrued and unpaid interest on their
purchased Dollar Securities from, and including, the most recent
interest payment date for the applicable series of Dollar
Securities prior to the Early Payment Date up to, but excluding,
the Early Payment Date. The Early Payment Date for the Dollar
Tender Offer is expected to be January 25, 2018.
With respect to the Sterling Tender Offer, the Company expects
to accept for purchase in accordance with the Offer to Purchase all
of the 4.875% Notes due 2039 (Acceptance Priority Level 1) and to
accept for purchase on a prorated basis in accordance with the
Offer to Purchase and using a proration factor of approximately
44%, the 5.250% Notes due 2035 (Acceptance Priority Level 2), that
were, in each case, validly tendered and not validly withdrawn at
or prior to the Early Participation Date. The Company expects that
no 5.750% Notes due 2030 (Acceptance Priority Level 3) will be
purchased pursuant to the Sterling Tender Offer.
Holders who validly tendered and did not validly withdraw those
Sterling Securities that are accepted for purchase will receive the
applicable “Total Consideration” listed in Table II below per
£1,000 principal amount of their purchased Sterling Securities of
each such series, which includes the Early Participation Amount of
£50 per £1,000 principal amount of such Sterling Securities, and
accrued and unpaid interest on their purchased Sterling Securities
of each such series from, and including, the most recent interest
payment date for the applicable series of Sterling Securities prior
to the Early Payment Date up to, but excluding, the Early Payment
Date. The Early Payment Date for the Sterling Tender Offer is
expected to be January 25, 2018.
As previously announced, the Early Participation Date for each
of the Tender Offer was 5:00 p.m., New York City time, on January
23, 2018. Withdrawal rights for each of the Tender Offers expired
at 5:00 p.m., New York City time, on January 23, 2018, and were not
extended. The Expiration Date of each of the Tender Offers is 11:59
p.m., New York City time, on February 6, 2018, unless extended by
the Company, in its sole and absolute discretion. However, because
the aggregate amount of the Total Consideration that would be
payable for all of the Dollar Securities validly tendered and not
validly withdrawn at or prior to the Early Participation Date for
the Dollar Tender Offer exceeds the Maximum Dollar Amount, the
Company will not accept for purchase any Dollar Securities tendered
after the Early Participation Date. In addition, because the
aggregate amount of the Total Consideration that would be payable
for all of the Sterling Securities validly tendered and not validly
withdrawn at or prior to the Early Participation Date for the
Sterling Tender Offer exceeds the Maximum Sterling Amount, the
Company will not accept for purchase any Sterling Securities
tendered after the Early Participation Date. Securities tendered in
the Tender Offers and not purchased on the Early Payment Date will
be returned promptly after the Early Payment Date.
The Total Consideration to be received by holders of the 7.55%
Notes due 2030, 6.750% Debentures due 2023, 4.250% Notes due 2021,
3.250% Notes due 2020, 1.950% Notes due 2018, 6.500% Notes due
2037, 6.200% Notes due 2038, 5.625% Notes due 2041, 5.625% Notes
due 2040, 5.25% Notes due 2035, 5.000% Notes due 2040, 4.875% Notes
due 2040, 4.750% Notes due 2043, 5.875% Notes due 2027 and 4.300%
Notes due 2044, that were validly tendered and not validly
withdrawn in the Dollar Tender Offer at or prior to the Early
Participation Date and are accepted for purchase by the Company in
the Dollar Tender Offer is set forth in Table I below.
TABLE I: DOLLAR SECURITIES SUBJECT TO THE DOLLAR TENDER
OFFER
Title of
Security
Security Identifiers
Principal
Amount
Outstanding
(millions)
Acceptance
Priority
Level
Principal
Amount
Tendered as
of the Early
Participation
Date
Principal
Amount
Expected to be
Accepted
for Purchase
Reference
Security
Interpolated
Rate
Bloomberg
Reference
Page/Screen
Reference
Yield
Fixed Spread
(basis points)
Tender
Offer
Yield
Total
Consideration(1)
7.55% Notes
due 2030
CUSIP: 931142 BF9
ISIN: US931142BF98
$1,000 1 $411,527,000 $411,527,000
2.25% U.S. Treasurydue 11/15/2027 FIT1 2.654%
42 3.074% $1,448.04 6.750% Debenturesdue 2023
CUSIP: 931142 AU7
ISIN: US931142AU74
$250 2 $97,816,000 $97,816,000
2.125% U.S. Treasurydue 12/31/2022 FIT1 2.436%
25 2.686% $1,214.18 4.250% Notes
due 2021
CUSIP: 931142 DD2
ISIN: US931142DD23
$1,000 3 $491,120,000 $491,120,000
1.875% U.S. Treasurydue 12/15/2020 FIT1 2.183%
10 2.283% $1,060.74 3.250% Notes
due 2020
CUSIP: 931142 CZ4
ISIN: US931142CZ44
$1,750 4 $552,991,000 $552,991,000
1.875% U.S. Treasurydue 12/31/2019 FIT1 2.059%
10 2.159% $1,028.96 1.950% Notes
due 2018
CUSIP: 931142 DJ9
ISIN: US931142DJ92
$1,000 5 $276,198,000 $276,198,000
1.875% U.S. Treasurydue 12/31/2019 FIT1 2.059%
-10 1.959% $999.91 6.500% Notesdue 2037
CUSIP: 931142 CK7
ISIN US931142CK74
$1,451 6 $151,354,000 $151,354,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,431.88 6.200% Notesdue 2038
CUSIP: 931142 CM3
ISIN: US931142CM31
$1,113 7 $193,227,000 $193,227,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,398.64 5.625% Notesdue 2041
CUSIP: 931142 DB6
ISIN: US931142DB66
$1,320 8 $401,954,000 $401,954,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,346.27 5.625% Notesdue 2040
CUSIP: 931142 CS0
ISIN: US931142CS01
$868 9 $116,227,000 $116,227,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,335.94 5.25% Notes
due 2035
CUSIP: 931142 CB7
ISIN: US931142CB75
$2,093 10 $125,069,000 $125,069,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
42 3.366% $1,248.63 5.000% Notes
due 2040
CUSIP: 931142 CY7
ISIN: US931142CY78
$645 11 $126,329,000 $126,329,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,243.62 4.875% Notes
due 2040
CUSIP: 931142 CV3
ISIN: US931142CV30
$473 12 $95,333,000 $95,333,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,222.11 4.750% Notes
due 2043(3)
CUSIP: 931142 DK6
ISIN: US931142DK65
$433 13 $163,229,000 $163,229,000
2.75% U.S. Treasurydue 8/15/2047 FIT1 2.946%
50 3.446% $1,218.32 5.875% Notes
due 2027
CUSIP: 931142 CH4
ISIN: US931142CH46
$543 14 $60,149,000 $60,149,000
2.25% U.S. Treasurydue 11/15/2027 FIT1 2.654%
30 2.954% $1,233.64 4.300% Notes
due 2044(3)
CUSIP: 931142 DQ3
ISIN: US931142DQ36
$531
15
$116,199,000 $28,698,000 2.75% U.S.
Treasurydue 8/15/2047 FIT1 2.946% 48
3.426% $1,148.66
(1) The Total Consideration payable for
Dollar Securities of each series accepted for purchase by the
Company per $1,000 principal amount, which includes the Early
Participation Amount. Holders whose Dollar Securities are accepted
for purchase will also receive Accrued Interest on such Dollar
Securities.
The Total Consideration to be received by
holders of the 4.875% Notes due 2039 and 5.250% Notes due 2035 that
were validly tendered and not validly withdrawn in the Sterling
Tender Offer at or prior to the Early Participation Date and are
accepted for purchase by the Company in the Sterling Tender Offer
is set forth in Table II below.
TABLE II: STERLING SECURITIES SUBJECT TO THE STERLING
TENDER OFFER
Title of
Security
Security Identifier
Principal
Amount
Outstanding
(millions)
Acceptance
Priority
Level
Principal
Amount
Tendered as
of the Early
Participation
Date
Principal
Amount
Expected to
be Accepted
for Purchase
Reference
Security
Interpolated
Rate
Bloomberg
Reference
Page/Screen
Reference
Yield
Fixed
Spread
(basis
points)
Tender
Offer
Yield
Total
Consideration(1)
4.875% Notesdue 2039* ISIN: XS0279211832 £645.063
1 £275,427,000 £275,427,000 4.25%UK
Treasurydue 2039 PXUK 1.882% 50 2.382%
£1,409.81 5.250% Notesdue 2035* ISIN: XS0202077953
£1,000 2 £414,630,000 £182,747,000
4.50%UK Treasurydue 2034 PXUK 1.769% 50
2.269% £1,432.03
* Admitted to trading on the
Main Securities Market of the Irish Stock Exchange.
(1) The Total Consideration
payable Sterling Securities of each series accepted for purchase by
the Company per £1,000 principal amount, which includes the Early
Participation Amount. Holders whose Sterling Securities are
accepted for purchase will also receive Accrued Interest on such
Sterling Securities.
Copies of all announcements, press releases and
notices can also be obtained from the Information Agent (as defined
below), 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.
BofA Merrill Lynch, HSBC Securities (USA) Inc. and J.P. Morgan
Securities LLC (such banks, the “Pricing Joint Lead
Dealer-Managers”), BNP Paribas Securities Corp., Credit Suisse
Securities (USA) LLC and Wells Fargo Securities, LLC are acting as
joint lead dealer-managers (such banks, together with the Pricing
Joint Lead Dealer-Managers, the “Joint Lead Dealer-Managers”),
Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs
& Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co.
LLC, MUFG Securities Americas Inc. and U.S. Bancorp Investments,
Inc. are acting as senior co-dealer-managers (the “Senior
Co-Dealer-Managers”), and BBVA Securities Inc., RBS Securities Inc.
(marketing name “NatWest Markets”), Santander Investment Securities
Inc., Scotia Capital (USA) Inc., Standard Chartered Bank and TD
Securities (USA) LLC 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 depositary (the
“Depositary”) in connection with the Tender Offers.
Questions concerning the terms of the Tender
Offers may be directed to any of the Pricing Joint Lead
Dealer-Managers (or their respective affiliates) at their addresses
and telephone numbers set forth below:
BofA Merrill Lynch214 North Tryon
Street, 14th FloorCharlotte, North Carolina 28255Attn: Liability
Management GroupU.S. Toll Free: (888) 292-0070Collect: (980)
387-3907
Merrill Lynch International2 King
Edward StreetLondon EC1A 1HQUnited KingdomAttn: Liability
Management GroupTelephone: +44 20 7996 5420Email:
DG.LM_EMEA@baml.com
HSBC Securities (USA) Inc.452 Fifth
AvenueNew York, New York 10018Attn: Liability Management GroupU.S.
Toll Free: (888) HSBC-4LMCollect: (212) 525-5552Email:
Liability.Management@hsbcib.com
HSBC Bank plc8 Canada SquareLondon
E14 5HQUnited KingdomAttn: Liability Management GroupTelephone: +44
20 7992 6237Email: LM_EMEA@hsbc.com
J.P. Morgan Securities LLC383 Madison AvenueNew York, New
York 10179Attn: Liability Management GroupU.S. Toll Free: (866)
834-4666Collect: (212) 834-4811
J.P. Morgan Securities plc25 Bank
Street, Canary WharfLondon, E14 5JPUnited KingdomAttn: Liability
Management GroupTelephone: +44 20 7134 2468
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Information
Agent at the address, email, website and telephone numbers set
forth below:
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, the Depositary or 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, the
Depositary or 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, the Depositary or 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, the Depositary
or 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, the Information Agent and the
Depositary 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 2017 (as amended, the “MiFID II
Regulations”), including, without limitation, Regulation 5
(Requirement for authorisation (and certain provisions concerning
MTFs and OTFs)) thereof or any codes of conduct made under the
MiFID II 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 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
None of this announcement, the Offer Documents or the electronic
transmission of this announcement or the Offer Documents
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) or one or more registered brokers or
dealers licensed in such jurisdiction.
By tendering your securities, or instructing your intermediary
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, the Information Agent and the
Depositary 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 more than 11,600 stores
under nearly 59 banners in 28 countries and eCommerce websites.
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 Annual Report on Form 10-K for the year ended January
31, 2017, and the Company’s subsequently filed Quarterly Reports on
Form 10-Q and Current Reports on Form 8-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
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180124006163/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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