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Orbia Announces Expiration and Expiration Date Results of Its Cash Tender Offer

Orbia Advance Corporation, S.A.B. de C.V. (“Orbia”) (BMV: ORBIA) announces the expiration and expiration date results of the previously announced offer (the “Tender Offer”) to purchase for cash any and all of its outstanding US$750,000,000 principal amount of 4.875% Senior Notes due 2022 (CUSIP/ISIN: 59284BAB4; P57908AD0 / US59284BAB45; USP57908AD01) (the “Securities”).

The Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase dated May 17, 2021 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “ Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

The Tender Offer expired at 5:00 p.m., New York City time, on May 21, 2021 (the “Expiration Date”). The settlement date with respect to the Tender Offer is expected to be no later than three business days following the Expiration Date, or May 26, 2021, unless extended (such date, as the same may be extended, the “Settlement Date”).

The table below sets forth the aggregate principal amount of Securities validly tendered in the Tender Offer and not validly withdrawn, and the aggregate principal amount of Securities reflected in Notices of Guaranteed Delivery delivered, at or prior to the Expiration Date and the consideration payable for Securities accepted for purchase in the Tender Offer:

Title of Security

CUSIP/ISIN

Principal Amount
Outstanding

Tender Consideration(1)

Principal Amount
Tendered and Accepted
for Purchase(2)

4.875% Senior Notes due 2022

59284BAB4;
P57908AD0 /
US59284BAB45;
USP57908AD01

US$750,000,000

US$1,055.75

322,688,000

(1)

Per US$1,000 principal amount of Securities. Holders who validly tender Securities and whose Securities are accepted for purchase will also receive accrued and unpaid interest from, and including, the last interest payment date for the Securities to, but not including, the Settlement Date.

(2)

Principal amount tendered and accepted for purchase does not include US$15,825,000 principal amount of Securities reflected in Notices of Guaranteed Delivery delivered prior to the Expiration Date that may be delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.

In order to be eligible to participate in the Tender Offer, holders of Securities reflected in Notices of Guaranteed Delivery received by Orbia prior to the Expiration Date must deliver such Securities to Orbia by 5:00 p.m., New York City time, on May 25, 2021 (the “Guaranteed Delivery Date”).

On the terms and subject to the conditions set forth in the Offer to Purchase, Orbia has accepted for purchase all of the Securities validly tendered and not validly withdrawn at or prior to the Expiration Date, and expects to accept all of the Securities for which Orbia has received Notices of Guaranteed Delivery and that are delivered on or prior to the Guaranteed Delivery Date. The principal amount of Securities that will be purchased by Orbia on the Settlement Date is subject to change based on deliveries of Securities pursuant to the guaranteed delivery procedures described in the Offer to Purchase. A press release announcing the final results of the Tender Offer is expected to be issued on or promptly after the Settlement Date.

All conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Expiration Date were satisfied on or prior to the Expiration Date.

Orbia retained BBVA Securities Inc. and Morgan Stanley & Co. LLC to act as dealer managers in connection with the Tender Offer. D.F. King & Co., Inc. acted as the tender agent and information agent for the Tender Offer.

Any questions or requests for assistance regarding the Tender Offer may be directed to BBVA Securities Inc. at +1 (800) 422 8692 (toll-free) and +1 (212) 728 2446 (collect) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll-free) and +1 (212) 761-1057 (collect). Requests for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc. at + (800) 848-2998 (toll-free) or +(212) 269-5550 (collect). The Offer Documents can be accessed at the following link: www.dfking.com/orbia .

This press release is for informational purposes only. This press release shall not constitute an offer to purchase or sell or the solicitation of an offer to sell or purchase any securities.

The Tender Offer was made solely pursuant to the Offer Documents. The Offer Documents have not been filed with, and have not 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 Documents or any other documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.

THE INFORMATION CONTAINED HEREIN AND IN THE OFFER DOCUMENTS IS EXCLUSIVELY ORBIA’S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, THE “CNBV”). ORBIA HAS NOT FILED WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE TENDER OFFER MAY ONLY BE MADE AVAILABLE IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS (INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES) AND REGULATIONS THEREUNDER. NEITHER THE OFFER TO PURCHASE, THE NOTICE OF GUARANTEED DELIVERY OR ANY OTHER OFFERING DOCUMENT MAY BE PUBLICLY ADVERTISED, MARKETED, DISTRIBUTED IN MEXICO. FURTHERMORE, THE CNBV HAS NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFER DOCUMENTS. IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR SECURITIES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE TENDER OFFER.

The communication of this press release and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. This press release and any other documents or materials relating to the Tender Offer are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are members or creditors of certain bodies corporate as defined by or within Article 43(2) of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the offer to purchase any securities may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This press release and any other documents or materials relating to the Tender Offer are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release and any other documents or materials relating to the Tender Offer are available only to and will be engaged in only with relevant persons.

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. Orbia 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.

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