Air Liquide Finance Announces the Final Results of Cash Tender Offers for Two Series of USD Notes

Rhea-AI Summary

Air Liquide Finance has announced the final results of its cash offers to purchase outstanding notes. The company accepted $315,014,000 of its 2.500% Notes due 2026 and $67,679,000 of its 3.500% Notes due 2046. The total principal amounts accepted show a full purchase of validly tendered notes without proration. Holders who tendered notes by April 11, 2023, are eligible for an Early Tender Payment of $50 per $1,000 principal. Payment for notes tendered after the Early Tender Time is scheduled for April 14, 2023. This announcement serves as an informational update and includes forward-looking statements that are subject to risks and uncertainties affecting future results.

Positive

• Air Liquide accepted $315,014,000 in 2.500% Notes and $67,679,000 in 3.500% Notes, indicating successful tender offers.
• Tender offers were fully accepted without proration, demonstrating strong demand.

Negative

• No significant negative aspects reported.

PARIS--(BUSINESS WIRE)-- Regulatory News:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

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.

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Media Relations

media@airliquide.com

Investor Relations

IRTeam@airliquide.com

Source: Air Liquide

FAQ

What are the final results of Air Liquide's tender offers for AIQUY?

Air Liquide accepted $315,014,000 of its 2.500% Notes due 2026 and $67,679,000 of its 3.500% Notes due 2046.

When will payment be made for notes tendered in Air Liquide's offer?

Payment for notes tendered after the Early Tender Time will be made on the Final Settlement Date, expected on April 14, 2023.

What is the Early Tender Payment amount for Air Liquide's notes?

Holders who tendered notes by April 11, 2023, will receive an Early Tender Payment of $50 per $1,000 principal amount of notes.

Was there any proration in the acceptance of notes in Air Liquide's tender offers?

No, all validly tendered notes were accepted for purchase in full without any proration.