UNITED STATES
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 June 2024
Commission File Number 005-81586
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)
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 ¨
This report on Form 6-K shall be deemed to be incorporated by reference into the Offer to Purchase, dated June 4, 2024, relating to the previously announced cash tender offer by Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA).
CONTENTS
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/ Jose Manuel Olguin Sepulveda | |
| José Manuel Olguín Sepúlveda | |
| Corporate Treasurer |
Date: June 17, 2024
Exhibit 99.1
FEMSA ANNOUNCES THE TOTAL CONSIDERATION FOR
ITS
PREVIOUSLY ANNOUNCED TENDER OFFER
June 17, 2024
MONTERREY, MEXICO – FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. (“FEMSA”) (NYSE: FMX; BMV: FEMSAUBD, FEMSAUB) today announced the total consideration for its previously announced offer to purchase for cash (the “Tender Offer”) up to US$250,000,000 (the “Tender Cap”) aggregate principal amount of the notes set forth in the table below (all such notes, the “Notes”) subject to proration as described in the Offer to Purchase (as defined below), from each registered holder of the Notes (each a “Holder” and, collectively, the “Holders”).
The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase dated June 4, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”).
The following table sets forth certain information about the Tender Offer, including the total consideration (the “Total Consideration”) payable for the Notes validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on June 17, 2024 (such time and date, as the same may be extended, the “Early Tender Time”), in each case as calculated at 11:00 a.m., New York City time, today, June 17, 2024, and that are accepted for purchase by FEMSA.
| Notes | CUSIP/ISIN | Principal
Amount Outstanding |
Acceptance Priority Level |
Reference Security/ Interpolated Mid-Swap Rate |
Bloomberg Reference Page |
Fixed Spread (basis points)(1) |
Repurchase Yield |
Total Consideration(2) | ||||||||
| 3.500% Senior Notes due 2050(3) | 344419 AC0 / US344419AC03 | US$1,556,946,000 | 1 | 4.625% U.S. Treasury Note due 5/15/2054 | PX1 | +50 | 4.918% | US$794.94 |
| (1) | The Total Consideration payable per each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be calculated in accordance with the formula set forth in Schedule I of the Offer to Purchase, based on the fixed spread specified in the table above, plus the yield of the Reference Security as determined by reference to the bid-side price of the Reference Security, as displayed on the Bloomberg Reference Page specified in the table above at 11:00 a.m., New York City time today, June 17, 2024. The Total Consideration for the Notes includes an early tender premium in the amount of US$30 per US$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Time (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer (the “Early Tender Premium”). |
| (2) | Per US$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer. |
| (3) | The maturity date for the Notes is January 16, 2050. |
The Tender Offer will expire at 5:00 p.m., New York City time, on July 3, 2024, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). In order to be eligible to receive the Total Consideration, Holders must validly tender (and not validly withdraw) their Notes on or prior to the Early Tender Time.
Holders of Notes that validly tender (and not validly withdraw) on or prior to the Early Tender Time and whose Notes are accepted for purchase are entitled to receive the applicable Total Consideration set forth in the table above, which includes the Early Tender Premium, and to receive accrued and unpaid interest on their accepted Notes from the last interest payment date to, but not including, the Initial Settlement Date (as defined below), and additional amounts, if any, as further described in the Offer to Purchase.
Tendered Notes can only be withdrawn prior to Early Tender Time, except as may be required by applicable law.
The initial settlement date on which FEMSA will make payment for Notes tendered (and not validly withdrawn) on or before the Early Tender Time and accepted in the Tender Offer is expected to be June 20, 2024 (the “Initial Settlement Date”).
Any tendered Notes that are not accepted for purchase will be returned or credited without expense to the holder’s account.
FEMSA has engaged BofA Securities, Inc. to act as dealer manager in connection with the Tender Offer (the “Dealer Manager”). Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer (the “Tender and Information Agent”).
Any questions or requests for assistance regarding the Tender Offer may be directed to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (646) 855-8988 (collect). Requests for additional copies of the Tender Offer documents may be directed to Global Bondholder Services Corporation at +1 (855) 654-2014 (toll-free) or +1 (212) 430-3774 (collect).
* * *
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read before any decision is made with respect to the Tender Offer. The Tender Offer is made solely pursuant to the Offer to Purchase. None of FEMSA, the Dealer Manager or the Tender Agent and Information Agent or any of their respective affiliates, directors, officers, agents, attorneys or employees makes any recommendation as to whether Holders should tender, or refrain from tendering Notes pursuant to the Tender Offer and none of them has been authorized or has authorized any person to make any such recommendation. Each Holder is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Tender Offer and FEMSA) and each Holder must make its own decision as to whether to tender Notes pursuant to the Tender Offer and, if so, the principal amount of the Notes as to which action is to be taken.
This press release is for informational purposes only. This press release shall not constitute an offer to purchase or the solicitation of an offer to sell any securities, nor shall there be any such offer or solicitation in any state or jurisdiction in which such an offer or solicitation would be unlawful. The Tender Offer is not being made to Holders in any jurisdiction in which FEMSA is aware that the making of the Tender Offer would not be in compliance with the laws of such jurisdiction. The distribution of the Offer to Purchase or this press release in certain jurisdictions may be unlawful or otherwise restricted by law. Persons into whose possession the Offer to Purchase comes are required by FEMSA and the Dealer Manager to inform themselves about, and to observe, any such restrictions.
Neither the Offer to Purchase nor any documents related to the Tender Offer have been filed with, nor have they been approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.
FEMSA Forward Announcement
The Tender Offer described above forms an integral part of the series of strategic initiatives announced by FEMSA in February 2023, as a result of a thorough strategic review of FEMSA’s business platform. This review included the bottom-up definition of long-range plans for each business unit and the top-down analysis of FEMSA's corporate and capital structure. That announcement is available at: https://www.globenewswire.com/news-release/2023/02/15/2609255/0/en/FEMSA-Forward-Announcing-results-of-strategic-review.html. That announcement does not form part of this communication.
About FEMSA
FEMSA is a company that creates economic and social value through companies and institutions and strives to be the best employer and neighbor to the communities in which it operates. It participates in the retail industry through a Proximity Americas Division operating OXXO, a small-format store chain, and other related retail formats, and Proximity Europe which includes Valora, its European retail unit which operates convenience and foodvenience formats. In the retail industry, it also participates through a Health Division, which includes drugstores and related activities and Digital@FEMSA, which includes Spin by OXXO and Spin Premia, among other digital financial services initiatives. In the beverage industry, it participates through Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola products in the world by volume. FEMSA also participates in the logistics and distribution industry through its Strategic Business Unit, which additionally provides point-of-sale refrigeration and plastic solutions to its business units and third-party clients. Across its business units, FEMSA has more than 392,000 employees in 18 countries. FEMSA is a member of the Dow Jones Sustainability MILA Pacific Alliance, the FTSE4Good Emerging Index and the Mexican Stock Exchange Sustainability Index: S&P/BMV Total México ESG, among other indexes that evaluate its sustainability performance.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. FEMSA 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.
Exhibit 99.2
FEMSA ANNOUNCES EARLY TENDER RESULTS AND ACCEPTANCE
OF NOTES FOR ITS
PREVIOUSLY ANNOUNCED TENDER OFFER
June 17, 2024
MONTERREY, MEXICO - FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. (“FEMSA”) (NYSE: FMX; BMV: FEMSAUBD, FEMSAUB) today announced the early tender results and acceptance for its previously announced offer to purchase for cash (the “Tender Offer”) up to US$250,000,000 (the “Tender Cap”) aggregate principal amount of the notes set forth in the table below (all such notes, the “Notes”) subject to proration as described in the Offer to Purchase (as defined below), from each registered holder of the Notes (each a “Holder” and, collectively, the “Holders”).
The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase dated June 4, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”).
The following table summarizes the early tender results for the Tender Offer as of 5:00 p.m., New York City time today, June 17, 2024 (the “Early Tender Time”):
| Notes | CUSIP/ISIN | Principal Amount Outstanding |
Total Consideration(1) |
Principal Amount Tendered |
Principal Amount Accepted for Purchase | |||||
| 3.500% Senior Notes due 2050 | 344419 AC0 / US344419AC03 | US$1,556,946,000 | US$794.94 | US$206,762,000 | US$206,762,000 |
| (1) | Per US$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer. The Total Consideration (as defined below) for the Notes includes an early tender premium in the amount of US$30 per US$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Time (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer (the “Early Tender Premium”). |
FEMSA has accepted for purchase all Notes validly tendered (and not validly withdrawn) in the Tender Offer on or prior to the Early Tender Time. Holders who validly tendered (and not validly withdrew) their Notes on or prior to the Early Tender Time and whose Notes have been accepted for purchase are entitled to receive the total consideration set forth in the table above (the “Total Consideration”), which includes the Early Tender Premium, plus accrued and unpaid interest on the accepted Notes from and including the last interest payment date to, but not including, the Initial Settlement Date (as defined below) and additional amounts thereon, if any.
Notes tendered on or prior to the Early Tender Time, which have been accepted for purchase on the Initial Settlement Date will have priority over Notes tendered after the Early Tender Time. If the Tender Offer is oversubscribed at the Expiration Time, then only a portion of Notes tendered after the Early Tender Time may be accepted for purchase pursuant to the proration procedures described in the Offer to Purchase.
Notes that have been validly tendered (and not validly withdrawn) on or prior to the Early Tender Time, or that are validly tendered on or prior to the Expiration Time, cannot be withdrawn, except as may be required by applicable law.
The initial settlement date on which FEMSA will make payment for Notes tendered (and not validly withdrawn) on or prior to the Early Tender Time and accepted in the Tender Offer is expected to be June 20, 2024 (the “Initial Settlement Date”).
The Tender Offer will expire at 5:00 p.m., New York City time, on July 3, 2024, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”).
All conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Early Tender Time have been satisfied or waived.
FEMSA has engaged BofA Securities, Inc. to act as dealer manager in connection with the Tender Offer (the “Dealer Manager”). Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer (the “Tender and Information Agent”).
Any questions or requests for assistance regarding the Tender Offer may be directed to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (646) 855-8988 (collect). Requests for additional copies of the Tender Offer documents may be directed to Global Bondholder Services Corporation at +1 (855) 654-2014 (toll-free) or +1 (212) 430-3774 (collect).
* * *
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read before any decision is made with respect to the Tender Offer. The Tender Offer is made solely pursuant to the Offer to Purchase. None of FEMSA, the Dealer Manager or the Tender Agent and Information Agent or any of their respective affiliates, directors, officers, agents, attorneys or employees makes any recommendation as to whether Holders should tender, or refrain from tendering Notes pursuant to the Tender Offer and none of them has been authorized or has authorized any person to make any such recommendation. Each Holder is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Tender Offer and FEMSA) and each Holder must make its own decision as to whether to tender Notes pursuant to the Tender Offer and, if so, the principal amount of the Notes as to which action is to be taken.
This press release is for informational purposes only. This press release shall not constitute an offer to purchase or the solicitation of an offer to sell any securities, nor shall there be any such offer or solicitation in any state or jurisdiction in which such an offer or solicitation would be unlawful. The Tender Offer is not being made to Holders in any jurisdiction in which FEMSA is aware that the making of the Tender Offer would not be in compliance with the laws of such jurisdiction. The distribution of the Offer to Purchase or this press release in certain jurisdictions may be unlawful or otherwise restricted by law. Persons into whose possession the Offer to Purchase comes are required by FEMSA and the Dealer Manager to inform themselves about, and to observe, any such restrictions.
Neither the Offer to Purchase nor any documents related to the Tender Offer have been filed with, nor have they been approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.
FEMSA Forward Announcement
The Tender Offer described above forms an integral part of the series of strategic initiatives announced by FEMSA in February 2023, as a result of a thorough strategic review of FEMSA’s business platform. This review included the bottom-up definition of long-range plans for each business unit and the top-down analysis of FEMSA’s corporate and capital structure. That announcement is available at: https://www.globenewswire.com/news-release/2023/02/15/2609255/0/en/FEMSA-Forward-Announcing-results-of-strategic-review.html. That announcement does not form part of this communication.
About FEMSA
FEMSA is a company that creates economic and social value through companies and institutions and strives to be the best employer and neighbor to the communities in which it operates. It participates in the retail industry through a Proximity Americas Division operating OXXO, a small-format store chain, and other related retail formats, and Proximity Europe which includes Valora, its European retail unit which operates convenience and foodvenience formats. In the retail industry, it also participates through a Health Division, which includes drugstores and related activities and Digital@FEMSA, which includes Spin by OXXO and Spin Premia, among other digital financial services initiatives. In the beverage industry, it participates through Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola products in the world by volume. FEMSA also participates in the logistics and distribution industry through its Strategic Business Unit, which additionally provides point-of-sale refrigeration and plastic solutions to its business units and third-party clients. Across its business units, FEMSA has more than 392,000 employees in 18 countries. FEMSA is a member of the Dow Jones Sustainability MILA Pacific Alliance, the FTSE4Good Emerging Index and the Mexican Stock Exchange Sustainability Index: S&P/BMV Total México ESG, among other indexes that evaluate its sustainability performance.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. FEMSA 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.