FEMSA in Heineken Equity Offering, Concurrent Exchangeable Offering, and Tender Offer

February 16, 2023

Cleary Gottlieb represented Fomento Económico Mexicano S.A.B. de C.V. (FEMSA) in an offering of existing issued ordinary shares of both Heineken N.V. and Heineken Holding N.V. (Heineken Group) in an amount of approximately €3.2 billion (approximately 7% of the combined interest in the Heineken Group), concurrently with an offering of senior unsecured exchangeable bonds in the aggregate principal amount of approximately €500 million, exchangeable initially into existing issued ordinary shares of Heineken Holding N.V.

FEMSA also launched a tender offer to purchase for cash its outstanding U.S. dollar 4.375% and 3.5% senior notes, due 2043 and 2050, respectively, and euro 1% and 0.5% senior notes due 2033, and 2028, respectively, for an aggregate purchase price, excluding accrued and unpaid interest and additional amounts, if any, of up to $2 billion. The tender offer is expected to settle on early initial settlement date on March 7, 2023. Consistent with recent market trends resulting from price volatility in the market, the tender consideration will be calculated based on a fixed spread to a reference security to be spotted on March 2, 2023.

All three transactions launched on February 16, 2023. These transactions form an integral part of the series of strategic initiatives announced by FEMSA on February 15, 2023, as a result of a thorough strategic review of its business platform.