SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V.
(Exact name of Registrant as specified in its charter)
Mexican Economic Development, Inc.
(Translation of Registrant’s name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
General Anaya No. 601 Pte.
Colonia Bella Vista
Monterrey, Nuevo León 64410
México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____________
CONTENTS
1. Press release from Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) and Valora Holding AG (Valora), dated October 5, 2022, regarding FEMSA’s definitive end result of its public tender offer for Valora.
2. Definitive Notice of the End Result of the Public Tender Offer by Fomento Económico Mexicano, S.A.B. de C.V., for all publicly held registered shares with a nominal value CHF 1.00 each of Valora Holding Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
| FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. | |
| By: /s/ Eugenio Garza y Garza | |
| Eugenio Garza y Garza | |
| Director of Finance and Corporate Development |
Date: October 5, 2022
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EXHIBIT INDEX
Exhibit 99.1
Ad hoc announcement pursuant to article 53 LR
FEMSA publishes the definitive end result of the public tender offer for Valora – Settlement of the Offer scheduled for Friday, October 7, 2022
Monterrey, Mexico / Muttenz, Switzerland, October 5, 2022 – Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”; BMV: FEMSAUBD.MX; FEMSAUB.MX; NYSE: FMX) today published the definitive end result of its public tender offer (“Offer”) by FEMSA’s wholly-owned subsidiary Impulsora de Marcas e Intangibles, S.A. de C.V., to acquire all publicly held registered shares of Valora Holding AG (“Valora”; SIX: VALN) at a price of CHF 260.00 net in cash per share as pre-announced on July 5, 2022. 4,234,923 Valora shares were tendered into the Offer until end of the additional acceptance period. Taking into account the tendered Valora shares, the Valora shares acquired by the offeror outside the Offer during the additional acceptance period and the Valora shares held by the persons acting in concert with the offeror, FEMSA’s participation amounts to a total of 4,252,410 Valora shares in aggregate, corresponding to 96.87%% of the issued share capital and voting rights of Valora.
FEMSA appreciates this strong support for joining forces with Valora by the Valora shareholders.
FEMSA has received all required regulatory clearances and the settlement of the Offer is therefore scheduled for Friday, October 7, 2022. The settlement of the Offer is subject to certain other customary conditions as set forth in the Offer Prospectus. After the settlement of the Offer, FEMSA intends to initiate a squeeze-out procedure and to delist the Valora shares from trading on SIX Swiss Exchange.
The definitive notice of the end result is available at https://femsa.gcs-web.com/valora-transaction.
| FEMSA contact: | ||||
| Juan Fonseca | Phone: | +52 81 83 28 6229 | ||
| Investor Relations Director | E-mail: | investor@femsa.com | ||
| Mauricio Reyes | Phone: | +52 81 83 28 6000 | ||
| Corporate Communications Director | E-mail: | comunicacion@femsa.com | ||
| Valora contact: | ||||
| Christina Wahlstrand | Phone: | +41 61 467 24 53 | ||
| Head of Corporate Communications & Branding | E-mail: | media@valora.com | ||
| Annette Carrer-Martin | Phone: | +41 61 467 21 23 | ||
| Head of Investor Relations | E-mail: | ir@valora.com | ||
| Proxy Advisor contact: | ||||
| Morrow Sodali | Phone: | +44 20 31 48 97 80 | ||
| Information Agent | E-mail: | valora-offer@investor.morrowsodali.com | ||
| Hotline for private shareholders | Phone: | +41 43 550 72 52 |
About FEMSA
FEMSA is a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico, whose shares are publicly listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores) and the New York Stock Exchange. FEMSA owns a diversified portfolio of companies, having direct operations in 13 countries. FEMSA operates the largest convenience store chain in Mexico and Latin America (OXXO), with more than 20,000 units, as well as more than 3,600 pharmacies in four Latin American countries (Cruz Verde, Yza and others). FEMSA also owns the largest franchise bottler of Coca-Cola products in the world in terms of sales volume (Coca-Cola FEMSA), and is the second largest shareholder of the Heineken group (with an economic interest of 14.76%). The FEMSA Group also owns a variety of smaller companies involved in several adjacent activities to those of its main businesses, including logistics and distribution, point-of-sale (POS) refrigeration, distribution of products used by foodservice providers, and plastics solutions. FEMSA has more than 320,000 employees and reported revenues of more than USD 27 billion in 2021.
More information is available at www.femsa.com.
About Valora
Each and every day, around 15,000 employees in the Valora network work to brighten up their customers’ journey with a comprehensive foodvenience offering – nearby, quick, convenient and fresh. The around 2,700 small-scale points of sale of Valora are located at highly frequented locations in Switzerland, Germany, Austria, Luxembourg and the Netherlands. The company includes, among others, k kiosk, Brezelkönig, BackWerk, Ditsch, Press & Books, avec, Caffè Spettacolo and the popular own brand ok.– as well as a continuously growing range of digital services. Valora is also one of the world’s leading producers of pretzels and benefits from a well-integrated value chain in the area of baked goods. In 2021, Valora generated annual external sales of CHF 2.2 billion. The Group’s registered office is in Muttenz, Switzerland. The registered shares of Valora Holding AG (VALN) are traded on SIX Swiss Exchange AG.
More information is available at www.valora.com.
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Forward-Looking Statements
This announcement contains statements that are, or may be deemed to be, forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans", "should" or similar terminology. These forward-looking statements include or describe matters that are not historical facts or which may not otherwise be provable by reference to past events. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and/or depend on circumstances that may or may not occur in the future.
Legal Disclaimers
Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Valora Holding AG, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Terms and conditions of the tender offer have been published in the offer prospectus regarding the tender offer dated July 26, 2022. Shareholders of Valora Holding AG are urged to read the tender offer documents, including the offer prospectus, which are or will be available at https://femsa.gcs-web.com/valora-transaction.
Certain Offer Restrictions
The Offer is not being made and 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 FEMSA or any of its direct or indirect subsidiaries, including Impulsora de Marcas e Intangibles, S.A. de C.V. (the "Offeror"), to change or amend the terms or conditions of the Offer in any material 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 relating 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 not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Valora shares is launched.
The tender 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 tender offer, extensions of the tender offer, purchases outside of the tender offer and minimum offer period, and is otherwise being made in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus. Any representation to the contrary is a criminal offence in the U.S.
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The communication 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.
The tender offer is not addressed to shareholders of Valora whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the tender offer.
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Exhibit 99.2
Definitive Notice of the End Result
of the public tender offer by
Impulsora de Marcas e Intangibles, S.A. de C.V., Monterrey, Mexico
(a wholly-owned subsidiary of Fomento Económico Mexicano, S.A.B. de C.V.)
for all publicly held registered shares with a nominal value of CHF 1.00 each of
Valora Holding Ltd., Muttenz, Switzerland
On July 26, 2022, Impulsora de Marcas e Intangibles, S.A. de C.V. (the “Offeror”) published the offer prospectus (the “Offer Prospectus”) for its public tender offer according to article 125 et seq. FMIA (the “Offer”) for all publicly held registered shares of Valora Holding Ltd. (“Valora”) with a nominal value of CHF 1.00 each (each a “Valora Share”). The offer price for each Valora Share is CHF 260 net in cash, less the gross amount of any dilutive effects in respect of the Valora Shares prior to the Settlement (as further described in the Offer Prospectus).
Terms not defined herein have the meaning assigned to such terms in the Offer Prospectus.
End Result
As of the end of the Additional Acceptance Period on September 29, 2022, 4:00 p.m. Swiss time, the participation of the Offeror and the persons acting in concert with the Offeror is 4,252,410 Valora Shares in aggregate, corresponding to 96.87% of the issued share capital and voting rights of Valora (participation rate). 4,234,923 Valora Shares were tendered into the Offer until the end of the Additional Acceptance Period, corresponding to 96.62% of all Valora Shares to which the Offer extends as of the end of the Additional Acceptance Period (success rate).
The following overview summarizes the end result:
| Number of Valora Shares | Share capital / Voting rights (participation rate) | Success rate | ||||||||||
| Valora Shares tendered into the Offer | 4,234,923 | 96.47 | % | 96.62 | % | |||||||
| Valora Shares held by the Offeror and the persons acting in concert with the Offeror at the end of the Additional Acceptance Period* | 17,487 | 0.4 | % | |||||||||
| End result | 4,252,410 | 96.87 | % | |||||||||
| * | Consisting of 7,089 treasury shares held by Valora and its Subsidiaries and 10,398 Valora Shares purchased by the Offeror outside the Offer during the Additional Acceptance Period. The persons acting in concert with the Offeror (other than Valora and its Subsidiaries) held no Valora Shares as at the end of the Additional Acceptance Period. |
Satisfaction of Offer Conditions and Settlement
As at the end of the Additional Acceptance Period, the Offer Condition pursuant to Section B.7(a) (Minimum Acceptance Rate) and Section B.7(d) (No Material Adverse Effect) of the Offer Prospectus were satisfied. The Offer Condition pursuant to Section B.7(b) (Merger Clearances and Other Approvals) has also been satisfied since the end of the Additional Acceptance Period.
Offer Conditions (c), (e), (f), (g), and (h) pursuant to Section B.7 (Offer Conditions, Waiver of Offer Conditions and Period for Which the Offer Conditions are in Force and Effect) of the Offer Prospectus remain in effect, as set forth in sub-section “Period for Which the Offer Conditions are in Force and in Effect” of Section B.7.
Subject to the satisfaction or waiver of the remaining Offer Conditions, the Settlement is expected to occur on October 7, 2022. The Offeror reserves the possibility to postpone the Settlement or to declare the Offer unsuccessful, all in accordance with sub-section “Period for Which the Offer Conditions are in Force and in Effect” of Section B.7 of the Offer Prospectus, if not all remaining Offer Conditions have been satisfied or waived by October 7, 2022.
Extraordinary Shareholders’ Meeting of Valora
The extraordinary shareholders’ meeting called by Valora in connection with the Offering to satisfy the Offer Condition pursuant to Section B.7(f) (Resignation and Appointment of Members of the Board of Directors of the Company) is expected to be held on October 14, 2022.
Squeeze-out and Delisting
As described in the Offer Prospectus, the Offeror intends to have Valora submit an application to SIX Exchange Regulation for the delisting of the Valora Shares and for an exemption from certain disclosure and publicity obligations until the date of delisting of the Valora Shares, and to request the cancellation of the remaining publicly held Valora Shares in accordance with article 137 FMIA or to merge Valora with the Offeror or another Swiss company directly or indirectly controlled by FEMSA, whereby the remaining public holders of Valora Shares would be compensated (in cash or otherwise) and not receive any shares in the surviving company if the statutory requirements are met (see Section E.3 (Intentions of the Offeror with Respect to Valora) and Section L.6 (Squeeze-out and Delisting) of the Offer Prospectus).
Offer Restrictions
The Offer is subject to the offer restrictions as set forth in the Offer Prospectus. The Offer Prospectus may be obtained free of charge in German, French and English from Credit Suisse AG, Zurich (e-mail: equity.prospectus@credit-suisse.com). The Offer Prospectus and other information concerning the Offer are also available at https://femsa.gcs-web.com/valora-transaction.
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| Valora Holding Ltd. | Securities No. | ISIN | Ticker symbol | |||
| Registered shares not tendered (first trading line) | 208 897 | CH000 208 897 6 | VALN | |||
| Registered shares tendered (second trading line) | 120 261 659 | CH120 261 659 0 | VALNE |
October 5, 2022
Financial Advisor and Offer Manager
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