Industrias Bachoco S.A.B. de C.V. ("Bachoco" or the “Company”)
(NYSE: IBA; BMV: BACHOCO), announces that the members of its ad hoc
committee met today regarding the intention of certain shareholders
of Bachoco to make a voluntary tender offer to purchase all of
Bachoco’s outstanding publicly owned shares not currently owned by
such shareholders, through a special purpose vehicle (the
“offeror”) for a cash purchase price of $81.66 Mexican pesos per
share (the “offer price”), as previously announced on March 25,
2022 (such offer, the “offer” or “potential offer” as the context
requires).
In April 2022, the ad hoc committee was formed, comprised
exclusively of independent members of Bachoco’s board of directors
(the “Board”), in connection with the aforementioned potential
offer. The ad hoc committee engaged FTI Capital Advisors, LLC
(“FTICA”), a wholly owned subsidiary of FTI Consulting, Inc. (NYSE:
FCN), as an independent expert, to render its opinion to the Board
as to whether the offer price to be paid by the offeror in the
potential offer is fair, from a financial point of view, to the
holders of shares of Bachoco’s Series B common stock, including any
such shares represented by American Depositary Shares
(collectively, the “Shares”), other than those held by Bachoco, the
offeror or its affiliates (“excluded shares”). The ad hoc committee
held a follow-up meeting on June 17, 2022, at which representatives
of FTICA presented their preliminary perspectives as of the date of
that meeting, while awaiting the commencement of the offer. On
September 19, 2022, the ad hoc committee held a meeting at which
representatives of FTICA rendered FTICA’s opinion as of the date of
such meeting, as subsequently confirmed in writing on and as of
such date. Given the delay in the commencement of the offer, the ad
hoc committee considered that it was prudent and consistent with
Bachoco’s historical transparency and corporate integrity to
publish FTICA’s opinion and communicate it to the public.
Consequently, today, the ad hoc committee received FTICA’s
written opinion, a copy of which is attached to this press release.
Subject to the qualifications and assumptions on which it is based
and the exceptions and limitations set forth therein, FTICA’s
opinion states that it is of the opinion, as of the date hereof,
that the offer price to be paid by the offeror in the potential
offer is fair, from a financial point of view, to the holders of
Shares, other than excluded shares. FTICA expressed no view as to,
and FTICA’s opinion does not address, any other terms or other
aspects or implications of the potential offer, and the foregoing
description of FTICA’s opinion is qualified in its entirety by
reference to the full text of its opinion, a copy of which is
attached hereto.
Based on FTICA's opinion, Bachoco's ad hoc committee considers
the offer price, as announced on March 25, 2022, to be reasonable
from a financial point of view, and therefore fair, to the
Company's shareholders and will inform the full board of directors
of the Company so that the latter, in turn, may issue its opinion,
pursuant to the provisions of Article 101 of the Ley del Mercado de
Valores (the "Mexican Securities Market Law") and other applicable
provisions.
In addition, the members of the ad hoc committee consider that
the decision of a shareholder as to whether or not to tender its
shares owned in Bachoco pursuant to the potential offer, if
launched and, if so, how many shares to tender, is a personal
investment decision based upon such individual shareholder’s
particular circumstances. Accordingly, each shareholder is urged to
make its own decision as to whether to tender its shares in the
potential offer and, if so, how many shares to tender, based on all
available information, including the shareholder’s investment
objectives, the recent market prices of the relevant shares, the
shareholder’s own views as to Bachoco’s prospects and outlook and
any other factors that the shareholder deems relevant to its
investment decision.
As required by Mexican law, a copy of FTICA’s opinion is
attached hereto, with the understanding that the Company’s
shareholders should review the attached opinion in its entirety,
including the qualifications and assumptions on which it is based
and the exceptions and limitations set forth therein, and await the
determination of the full board before making any decision with
respect to the potential offer.
This press release and exhibit can be downloaded from the SEC
website at www.sec.gov and can also be found on Bachoco's website
at https://corporativo.bachoco.com.mx/inversionistas/.
COMPANY DESCRIPTION. Industrias Bachoco is a leader in
the poultry industry in Mexico and one of the largest poultry
companies in the world. The Company was founded in 1952, and began
trading on the Mexican Stock Exchange and the New York Exchange in
1997. Corporate offices are located in Celaya, Mexico. Bachoco is
vertically integrated; its main business lines are: chicken, eggs,
balanced feed, pork, among other products. It has more than 1,000
facilities organized into 9 production complexes and 80
distribution centers in Mexico and a production complex in the
United States. It currently generates more than 29,000 direct jobs.
Bachoco has the following ratings: "AAA (MEX)", the highest
rating assigned by Fitch México, S.A. de C.V.; and "HR AAA",
which means that the Issuer or the Issue is of the highest credit
quality and was granted by HR Ratings de México, S.A. de C.V.
DISCLAIMER. The document contains information that could
be deemed forward-looking statements regarding expected future
events and results of the Company. The statements reflect
management's current beliefs based on currently available
information and are not guarantees of future performance and are
based on our estimates and assumptions that are subject to risks
and uncertainties, including those described in the Annual
Information form, which could cause actual results to differ
materially from the forward-looking statements contained herein.
These risks and uncertainties include risks associated with
ownership in the poultry industry, competition for investments in
the poultry industry, shareholder liability, government regulation,
and environmental matters. Accordingly, there can be no assurance
that actual results will be consistent with these forward-looking
statements. Except as required by applicable law, Industrias
Bachoco, S.A.B. de C.V. undertakes no obligation to publicly update
or revise any forward-looking statements.
This press release is not an offer to sell securities in the
United States, Mexico, or elsewhere. The securities may not be
offered or sold in the United States, Mexico, or any other
jurisdiction without registration or an exemption from
registration. Any public offering of securities in the United
States or Mexico must be made through the preparation of a
prospectus or prospectus.
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version on businesswire.com: https://www.businesswire.com/news/home/20220920005459/en/
Investor Relations Area Phone:(461)6183555 Mail:
inversionistas@bachoco.net
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