Orbia announces the commencement of cash tender offer and consent solicitation

Orbia Advance Corporation, S.A.B. de C.V. (“Orbia”) (BMV: ORBIA*), announces that today, it launched an offer to purchase for cash (the “Tender Offer”) any and all of the outstanding 1.875% Senior Notes due 2026 issued by Orbia (the “Notes”).

The relevant consideration payment summary for the Notes is as follows:

Notes	Principal Amount Outstanding	Reference U.S. Treasury Security(1)	Bloomberg Reference page	Fixed Spread (basis points)(2)	Early Tender Payment (3)(4)
2026 Notes	U.S.$600,000,000	3.625% UST due 5/15/2026	FIT4	0	U.S.$30
(1) The applicable maturity date is May 11, 2026.
(2) The Total Consideration for the Notes will be determined by reference to the Fixed Spread (as defined in the Offer to Purchase and Consent Solicitation Statement) plus the Reference Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) based on the bid-side price of the applicable Reference Security (as defined in the Offer to Purchase and Consent Solicitation Statement) as displayed on the page on the Reference Page (as defined in the Offer to Purchase and Consent Solicitation Statement) at 10:00 a.m., New York City time, on the Price Determination Date (as defined in the Offer to Purchase and Consent Solicitation Statement). The formula for determining the Total Consideration for the Notes is set forth on the Offer to Purchase and Consent Solicitation Statement.
(3) Per U.S.$1,000.00 principal amount of Notes validly tendered and accepted for purchase (and not validly withdrawn) prior to or at the Early Tender Date (as defined in the Offer to Purchase and Consent Solicitation Statement).
(4) The Total Consideration for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is inclusive of the Early Tender Payment. The Total Consideration for the Notes does not include the applicable Accrued Interest (as defined in the Offer to Purchase and Consent Solicitation Statement), which will be payable in addition to the applicable Total Consideration.

The Tender Offer will expire at 5:00 p.m. New York City time on May 23, 2025, unless extended by Orbia in accordance with the terms and conditions of the Tender Offer. Orbia reserves the right, in its sole discretion, to cancel the Tender Offer at any time.

Simultaneously with the Tender Offer, Orbia initiated a solicitation (the “Consent Solicitation”) of consents (the “Consents”) from holders of the Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes dated as of May 11, 2021, among Orbia, the guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under which the Notes were issued (as amended and/or supplemented from time to time, the “Notes Indenture”). If Holders tender their Notes pursuant to the Tender Offer, they will also be providing Consents with respect to the Proposed Amendments with respect to such Notes. Holders may not tender their Notes in the Tender Offer without delivering their Consents pursuant to the Consent Solicitation. The valid tender of Notes by any Holder pursuant to the Tender Offer will be deemed to constitute the giving of a Consent by such Holder to the Proposed Amendments to the Notes Indenture. The Proposed Amendments would amend the Notes Indenture to permit satisfaction and discharge of the Notes at any time. Pursuant to the terms of the Notes Indenture, the Proposed Amendments require the written consent of holders of a majority in aggregate principal amount of outstanding Notes issued under the Notes Indenture (the “Requisite Consents”). If Orbia receives the Requisite Consents prior to or on the Early Tender Date, Orbia, the guarantors and the Trustee will execute the Supplemental Indenture containing the Proposed Amendments to the Notes Indenture.

It should be noted that it is not possible to predict the outcome of the Tender Offer or the Consent Solicitation, as it depends on the decision of each holder of the Notes to participate or not to participate, the fulfillment of conditions, and Orbia’s decision to accept the bids submitted.

The Tender Offer and the Consent Solicitation are being made outside of Mexico exclusively under the terms and conditions set forth therein. This relevant event does not constitute a public offer to purchase or a solicitation of an offer to sell or purchase any securities of Orbia or its affiliates. This relevant event is not exhaustive of the terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will Orbia accept offers of Notes from holders in jurisdictions where the Tender Offer do not comply with the securities laws or state securities laws of such jurisdiction. Orbia makes no recommendation regarding the Tender Offer nor the Consent Solicitation. Neither the Offer to Purchase and Consent Solicitation Statement nor any documents related thereto have been or will be filed with, or have been or will be approved or reviewed by, any securities commission, including the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), or any federal or state regulatory authority in any country. No authority has determined the accuracy or adequacy of the Offer to Purchase and Consent Solicitation Statement or any related documents, and it is illegal and may constitute a crime to make any statement to the contrary. The Notes have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and may not be publicly offered in Mexico. Holders of the Notes are advised to carefully read the Offer to Purchase and Consent Solicitation Statement or any related documents before making a decision regarding the Tender Offer or Consent Solicitation.

About Orbia

Orbia Advance Corporation, S.A.B. de C.V. and subsidiaries (the Company or Orbia) is a company driven by a shared purpose: to advance life around the world. Orbia operates in the Polymer Solutions (Vestolit and Alphagary), Building and Infrastructure (Wavin), Precision Agriculture (Netafim), Connectivity Solutions (Dura-Line) and Fluor & Energy Materials (Koura) operating segments. The five Orbia business groups have a collective focus on expanding access to health and well-being, reinventing the future of cities and homes, ensuring food, water and sanitation security, connecting communities to information and enabling the energy transition with basic and advanced materials, specialty products and innovative solutions. Orbia has a global team of over 23,000 employees, commercial activities in more than 100 countries and operations in over 50, with global headquarters in Boston, Mexico City, Amsterdam and Tel Aviv. The company generated $7.5 billion in revenue in 2024. Learn more at Orbia.com.

Prospective Information

In addition to historical information, this press release contains "forward-looking" statements that reflect management's expectations for the future. The words “anticipate,” “believe,” “expect,” “hope,” “have the intention of,” “might,” “plan,” “should” and similar expressions generally indicate comments on expectations. The forward-looking statements included in this press release are subject to a number of material risks and uncertainties, and our results may be materially different from current expectations due to factors, which include, but are not limited to, global and local changes in politics, economic factors, business, competition, market and regulatory factors, cyclical trends in relevant sectors as well as other factors affecting our operations, markets, products, services and prices that are highlighted under the title “Risk Factors” in the annual report submitted by Orbia to the Mexican National Banking and Securities Commission (CNBV) and available on our website at https://www.orbia.com/investor-relations/financials/. The forward-looking statements included herein represent Orbia’s views as of the date of this press release. Orbia undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

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