Assets English

Public Tender Offer for all publicly held registered shares with a nominal value of CHF 1.00 each of Valora Holding Ltd., Muttenz, Switzerland (the "Company" or "Valora")

OFFER RESTRICTIONS

General

The public tender offer described in the documents available on this website (the "Offer") will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Fomento Económico Mexicano, S.A.B. de C.V. ("Femsa") or one or several of its direct or indirect subsidiaries (Femsa or such subsidiary or subsidiaries, the "Offeror") to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such document relat-ing to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.
According to Swiss law, Valora Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Valora Shares is launched.

Notice to U.S. Holders

The Offer will be made for the registered shares of the Company with a nominal value of CHF 1.00 (each a "Valora Share"), a Swiss company whose shares are listed on the SIX, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States of America (the "U.S."). The Offer is subject to the requirements of Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), including amendments to the terms and conditions of the Offer, extensions of the Offer, purchases outside of the Offer and minimum Offer Period, and is otherwise being made in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement proce-dures and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Holders of Valora Shares resident in the U.S. (each a "U.S. Holder") are urged to consult with their own Swiss advisors regarding the Offer.

It may be difficult for U.S. Holders to enforce their rights and any claim arising out of U.S. securi-ties laws, since the Offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. com-pany and its affiliates to subject themselves to a U.S. court's judgment.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each U.S. Holder is urged to consult his or her independent profes-sional advisor immediately regarding the U.S. tax consequences of an acceptance of the Offer.

The information contained in the documents relating the Offer has not been reviewed or author-ized by the U.S. Securities and Exchange Commission (the "SEC"). Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Pre-Announcement. Any representation to the contrary is a criminal offence in the U.S.

United Kingdom

The communication about the Offer is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. In the United Kingdom ("U.K."), this communication and any other offer documents relat-ing to the Offer is/will be directed only at persons (i) who have professional experience in mat-ters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of Financial Services and Markets Act 2000) in connection with the offer to purchase securities may otherwise lawfully be communicated (all such per-sons together being referred to as "relevant persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not relevant persons. The Offer, any investment or investment activity to which this communication relates is/will be available only to relevant persons and will be engaged in only with relevant persons.

Australia, Canada and Japan

The Offer will not be addressed to shareholders of the Company whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.

Confirmation

By clicking on the "I confirm and agree" button below, you confirm and agree to each of the following:

that you have read and understood and that you are not subject to any of the Offer re-strictions set forth above, that the communication about the Offer may lawfully be di-rected at and the Offer lawfully addressed to you;
that you are not located or resident in any jurisdiction where extension of the Offer would trigger a requirement for Femsa or any of its affiliates (including the Offeror) or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
that you will not duplicate or forward or otherwise make available to any person or other-wise distribute any of the documents available on this website; and
that you understand and acknowledge that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to Femsa, its affiliates (including the Offeror) and other persons.

I confirm and agree