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Air Liquide Finance (Paris:AI) (the "Offeror") announces today
the final results of its previously announced offers to purchase
for cash: (i) its outstanding 2.500% Notes due 2026; and (ii) its
outstanding 3.500% Notes due 2046 (collectively, the "Notes" and
such offers, the "Tender Offers", and each, a "Tender Offer") made
on the terms and subject to the Conditions set forth in the offer
to purchase dated March 15, 2023 (the "Offer to Purchase"), as
amended by the early results announcement dated March 29, 2023.
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Offer to
Purchase.
Results of the Tender Offers at the Expiration Time
As at 11:59 p.m., New York City time, on April 11, 2023 (the
"Expiration Time"), the Offeror has accepted for purchase
$315,014,000 in aggregate principal amount of the 2.500% Notes due
2026 and $67,679,000 in aggregate principal amount of the 3.500%
Notes due 2046. The Offeror has accepted all such validly tendered
Notes for purchase pursuant to the Tender Offers in full, without
any proration.
The table below identifies the principal amount of each series
of Notes the Offeror has accepted for purchase pursuant to the
Tender Offers as at the Expiration Time.
Title of Notes
Issuer
Securities Codes
Maturity Date
Outstanding Principal
Amount(1)
Principal Amount Tendered at
or prior to the Early Tender Time and Previously Accepted
Principal Amount Tendered
after the Early Tender Time and at or prior to the Expiration
Time(2)
Principal Amount Accepted
after the Early Tender Time and at or prior to the Expiration
Time
Total Consideration
(3)(4)
2.500% Notes due 2026 (the “2026
Notes”)
Air Liquide Finance
ISIN:
US00913RAD89 (144A)
USF0183JHQ79 (Reg S)
CUSIP:
00913R AD8 (144A)
F0183J HQ7 (Reg S)
September 27, 2026
$1,250,000,000
$314,214,000
$800,000
$800,000
$943.56
3.500% Notes due 2046 (the “2046
Notes”)
Air Liquide Finance
ISIN:
US00913RAE62 (144A)
USF0183JHR52 (Reg S)
CUSIP:
00913R AE6 (144A)
F0183J HR5 (Reg S)
September 27, 2046
$750,000,000
$67,679,000
$0
$0
$807.49
(1) As at the commencement of each of the
Tender Offers. (2) As reported by the Information and Tender Agent.
(3) The Total Consideration includes the Early Tender Payment. (4)
Per $1,000 principal amount of Notes
Payment for Notes validly tendered after 5:00 p.m., New York
City time, on March 28, 2023 (the “Early Tender Time”) and
accepted for purchase by the Offeror pursuant to the Tender Offers
will be made promptly on the Final Settlement Date, which is
expected to occur on April 14, 2023.
As previously announced by the Offeror on March 29, 2023,
Holders who validly tendered Notes at or before the Expiration Time
of 11:59 p.m., New York City time, on April 11, 2023 shall be
eligible to receive the Early Tender Payment of $50 per $1,000
principal amount of Notes.
In accordance with the terms of each of the Tender Offers, the
withdrawal deadline was 5:00 p.m., New York City time, on March 28,
2023. As a result, tendered Notes may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by the Offeror).
This announcement is for informational purposes only. The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required by the Offeror, the Dealer Managers and the
Information and Tender Agent to inform themselves about and to
observe any such restrictions.
Further Information
BofA Securities Europe SA, Citigroup Global Markets Limited and
Natixis Securities Americas LLC acted as Dealer Managers for the
Tender Offers, and Global Bondholder Services Corporation acted as
the Information and Tender Agent for the Tender Offers. Questions
regarding the Tender Offers may be directed to Global Bondholder
Services Corporation at +1 (212) 430-3774 (for banks and brokers)
or +1 (855) 654-2015 (toll free) or by email at
contact@gbsc-usa.com. Additionally, the tender offer material is
available at https://www.gbsc-usa.com/airliquide/. Questions
regarding the Tender Offers may be directed to (i) BofA Securities
Europe SA at (within the United States) +1 980 387 3907 (U.S.
collect) or +1 888 292 0070 (U.S. toll free) / (within Europe) + 33
1 87 70 10 57 or by email to DG.LM-EMEA@bofa.com; (ii) Citigroup
Global Markets Limited at (within the United States) +1 (212) 723
6106 (U.S. collect) or +1 (800) 558 3745 (U.S. toll free) / (within
Europe) +44 20 7986 8969 or by email to
liabilitymanagement.europe@citi.com; and (iii) Natixis Securities
Americas LLC at (within the United States) +1 212 698 3108 /
(outside the United States) +33 1 58 55 05 56 or by email to
liability.management-corporate@natixis.com.
Forward-Looking Information
This announcement may include “forward-looking statements”
within the meaning of the U.S. federal securities laws, including
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, which involve risks and uncertainties. You can
identify forward-looking statements because they contain words such
as “believes”, “expects”, “may”, “should”, “seeks”,
“approximately”, “intends”, “plans”, “estimates”, or “anticipates”
or similar expressions that relate to the Offeror’s strategy, plans
or intentions. These forward-looking statements are subject to
risks and uncertainties that may change at any time, and,
therefore, the Offeror’s actual results may differ materially from
those that it expected. The Offeror has based these forward-looking
statements on its current views and assumptions about future
events. While the Offeror believes that these assumptions are
reasonable, the Offeror cautions that it is very difficult to
predict the impact of known factors, and it is impossible for the
Offeror to anticipate all factors that could affect its actual
results. The forward-looking statements included in this
announcement should not be regarded as a representation by the
Offeror that its plans and objectives will be achieved.
The Offeror 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.
A world leader in gases, technologies and services for Industry
and Health, Air Liquide is present in 73 countries with
approximately 67,100 employees and serves more than 3.9 million
customers and patients. Oxygen, nitrogen and hydrogen are essential
small molecules for life, matter and energy. They embody Air
Liquide’s scientific territory and have been at the core of the
company’s activities since its creation in 1902.
Taking action today while preparing the future is at the heart
of Air Liquide’s strategy. With ADVANCE, its strategic plan for
2025, Air Liquide is targeting a global performance, combining
financial and extra-financial dimensions. Positioned on new
markets, the Group benefits from major assets such as its business
model combining resilience and strength, its ability to innovate
and its technological expertise. The Group develops solutions
contributing to climate and the energy transition—particularly with
hydrogen—and takes action to progress in areas of healthcare,
digital and high technologies.
Air Liquide’s revenue amounted to more than 29.9 billion euros
in 2022. Air Liquide is listed on the Euronext Paris stock exchange
(compartment A) and belongs to the CAC 40, CAC 40 ESG, EURO STOXX
50, FTSE4Good and DJSI Europe indexes.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230412005583/en/
Media Relations media@airliquide.com
Investor Relations IRTeam@airliquide.com
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