Impulsora de Marcas e Intangibles S.A. de C.V. signed a binding agreement to acquire Valora Holding AG (SWX:VALN) from T. Rowe Price Associates, Inc., Dimensional Fund Advisors LP, Sand Grove Capital Management LLP and others for CHF 1.1 billion on July 4, 2022. Under terms of agreement, FEMSA will launch a public tender cash offer to acquire all of Valora's publicly held registered shares for CHF 260.00 net per share in cash. The transaction is to be fully funded with FEMSA's available cash on hand. FEMSA would assume Valora's net debt of CHF 222 million. The transaction agreement sets forth the intention that, once the settlement of the offer has been completed, Valora will accelerate the development of European markets as the European retail affiliate within FEMSA's Proximity Division. The registered office and headquarters of Valora will remain in Muttenz, Switzerland. The company will continue to operate under its current name and with concepts, formats and brands that are well established in accordance with the current management's expansion and operating plans. FEMSA intends to have Valora apply with SIX Exchange Regulation for the delisting of the Valora shares in accordance with the Listing Rules. After the transaction, Valora will operate as the European retail affiliate within FEMSA's Proximity Division. The new scale and opportunities offered by the transaction with FEMSA, as well as FEMSA's willingness to continue implementing our successful growth strategy under existing management and employees, convinced Valora's Group Executive Management to support FEMSA's offer to become an integral part of the FEMSA Group. Valora's Executive Management and leadership team will continue to drive the business and accelerate the European expansion. This represents an implied EV3 /2021 post-IFRS16 EBITDA4 multiple of 9.4x. FEMSA intends to initiate a squeeze-out procedure and delist the Valora shares from trading on SIX Swiss Exchange.

The Valora Board of Directors has carefully reviewed the offer and, based on the reasons set out above and the fairness opinion of IFBC, unanimously recommends that shareholders accept the offer by FEMSA. Ernst Peter Ditsch, Valora's largest individual shareholder owning a stake of approximately 17% supports the offer and is undertaking to tender all of his shares as part of this offer. The tender offer is subject to customary terms and regulatory approval including few conditions such as acceptance by 66.67% of all publicly held Valora shares (including the 16.91% shares already subject to an agreement to tender) for this type of transaction, whereby no competition objections are expected due to FEMSA's lack of activities in the European market to date. Upon completion of the Offer and in accordance with the FEMSA, acquirer intends to initiate squeeze-out procedures and to delist the Valora shares from SIX Swiss Exchange. The tender offer prospectus is expected to be published on or about July 20, 2022. Planned offer period from August 5, 2022 to September 2, 2022. The main offer period is expected to commence on August 11, 2022, following the completion of a cooling-off period of ten trading days required under Swiss takeover law, and is scheduled to expire on September 9, 2022. Transaction is expected to be settled end of September or beginning of October 2022. As of September 12, 2022, the offer is expected to last until September 29, 2022.

Credit Suisse is acting as exclusive financial advisor to FEMSA as well as offer manager for the public tender offer. The exclusive financial advisor to Valora is J.P. Morgan. IBFC acted as fairness opinion provider and Morrow Sodali acted as Information agent to Valora in transaction. Niederer Kraft Frey acted as Swiss counsel to FEMSA in the transaction advising on all Swiss legal aspects of the transaction. Globalscope Partners Limited acted as fairness opinion provider to Valora Holding AG in this transaction.

Impulsora de Marcas e Intangibles S.A. de C.V. completed the acquisition of Valora Holding AG (SWX:VALN) from T. Rowe Price Associates, Inc., Dimensional Fund Advisors LP, Sand Grove Capital Management LLP and others on September 30, 2022.