UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2016
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| 1-16483 | ||||
| (Commission File Number) | ||||
| Virginia | 52-2284372 | |||
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) | |||
Three Parkway North, Deerfield, Illinois 60015
(Address of principal executive offices, including zip code)
(847) 943-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On October 31, 2016, we issued a press release announcing the results of our previously announced cash tender offer (the “Tender Offer”) for our 7.25 per cent. Notes due July 2018, 6.125% Notes due 2018 (CUSIP: 50075N AU8), 6.125% Notes due 2018 (CUSIP: 50075N AV6), 7.000% Notes due 2037, 6.875% Notes due 2038, 6.875% Notes due 2039, 6 1/2% Notes due 2031, 5.375% Notes due 2020, 6.500% Notes due 2040, 4.00% Notes due 2024, 4.500% Notes due 2035, 3.875% Notes due 2045, 2.375% Notes due 2021, 2.375% Notes due 2035, 1.625% Notes due 2027, 1.625% Notes due 2023 and 1.000% Notes due 2022 (collectively, the “Notes”) as of the early participation deadline and an increase in the combined maximum aggregate principal amount of Notes eligible for the tender offer.
On October 31, 2016, we also issued a press release announcing the pricing for the Tender Offer.
This Current Report on Form 8-K, including the press releases hereby incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any Notes. The Tender Offer is being made only pursuant to the offer to purchase and the related letter of transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated October 31, 2016. | |
| 99.2 | Mondelēz International, Inc. Press Release, dated October 31, 2016. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDELĒZ INTERNATIONAL, INC. | ||
| By: | /s/ Carol J. Ward | |
| Name: | Carol J. Ward | |
| Title: | Vice President and Corporate Secretary | |
Date: October 31, 2016
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated October 31, 2016. | |
| 99.2 | Mondelēz International, Inc. Press Release, dated October 31, 2016. | |
Exhibit 99.1
| Contacts: | Michael Mitchell (Media) | Shep Dunlap (Investors) | ||
| +1-847-943-5678 | +1-847-943-5454 | |||
| news@mdlz.com | ir@mdlz.com |
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. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE COMPANY, THE DEALER MANAGERS AND THE INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
Mondelēz International Announces Early Participation
Results of Its Cash Tender Offer; Increases the
Maximum Amount
DEERFIELD, Ill. – Oct. 31, 2016 – Mondelēz International, Inc. (formerly known as Kraft Foods Inc.) (the “Company”) today announced the results as of the Early Participation Date for its previously announced offer to purchase (the “Tender Offer”) debt securities listed in Table I below (each, a “Security” and together, the “Securities”). The Company further announced that it has increased the maximum aggregate principal amount (the “Maximum Amount”) of Securities subject to purchase in the Tender Offer from $2,500,000,000 to $3,161,980,000 (converted into U.S. Dollars where applicable on the basis set forth in the Offer to Purchase (as defined below)). The Expiration Date of the Tender Offer is 11:59 p.m., New York City time, on November 14, 2016, unless extended or earlier terminated by the Company. However, because more than the Maximum Amount of Securities was tendered at or before the Early Participation Date, the Company will not accept any further tenders of Securities, unless the Company elects to amend the terms of the Tender Offer.
As previously announced, the Early Participation Date for the Tender Offer was 5:00 p.m., New York City time, on October 28, 2016. The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 17, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and, where applicable, in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”). Withdrawal rights for the Tender Offer expired at 5:00 p.m., New York City time, on October 28,
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2016, and have not been extended. The Early Payment Date for the Tender Offer will be promptly following the Early Participation Date and is expected to be on or about November 1, 2016. Consummation of the Tender Offer is subject to certain conditions (as described in the Offer to Purchase).
The Company intends to accept for purchase Securities validly tendered and not withdrawn prior to the Early Participation Date of 5:00 p.m., New York City time, on October 28, 2016, subject to the Maximum Amount of $3,161,980,000. Because the aggregate principal amount of Securities validly tendered prior to the Early Participation Date exceeds the Maximum Amount, the Company will accept for payment Securities validly tendered in accordance with the acceptance priority levels set forth in Table I below. If there are sufficient remaining funds to purchase some, but not all, of the remaining Securities at any acceptance priority level without exceeding the Maximum Amount, the Company will accept for payment such Securities on a prorated basis. Based on exchange rates as of October 28, 2016, the Company expects to accept all Securities tendered with acceptance priority levels 1 through 13, Securities tendered with acceptance priority level 14 on a prorated basis in accordance with the Offer to Purchase, and none of the Securities tendered with acceptance priority levels 15 through 17.
As previously announced, the applicable “Reference Yield” and resulting “Total Consideration” for each series of Securities included in the Tender Offer will be determined with respect to each series of Securities at 10:00 a.m., New York City time, today. See the Offer to Purchase for additional information.
Copies of the Offer Documents are available from the Information Agent as set out below and will be made available on the Company’s website at www.mondelezinternational.com/investors. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.
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Table I
SECURITIES SUBJECT TO THE TENDER OFFER
| Title of Security |
Security Identifier(s) |
Principal Amount Outstanding (millions) |
Acceptance Priority Level |
Principal Amount Tendered as of the Early Participation Date (millions) |
Principal Amount Tendered as of the Early Participation Date (U.S. Dollar equivalent) (millions)(1) |
Percent of Amount Outstanding Tendered |
||||||||||||||
| 7.25 per cent. Notes due July 2018 |
ISIN: XS0377058614 | £ | 102.875 | 1 | £ | 26.817 | $ | 32.687 | 26.07 | % | ||||||||||
| 6.125% Notes due 2018 |
CUSIP: 50075N AU8 |
$ | 559.730 | 2 | $ | 81.656 | $ | 81.656 | 14.59 | % | ||||||||||
| 6.125% Notes due 2018 |
CUSIP: 50075N AV6 |
$ | 396.883 | 3 | $ | 74.281 | $ | 74.281 | 18.72 | % | ||||||||||
| 7.000% Notes due 2037 |
CUSIP: 50075N AR5 | $ | 145.111 | 4 | $ | 5.480 | $ | 5.480 | 3.78 | % | ||||||||||
| 6.875% Notes due 2038 |
CUSIP: 50075N AT1 | $ | 256.962 | 5 | $ | 1.575 | $ | 1.575 | 0.61 | % | ||||||||||
| 6.875% Notes due 2039 |
CUSIP: 50075N AW4 |
$ | 196.119 | 6 | $ | 0.926 | $ | 0.926 | 0.47 | % | ||||||||||
| 6 1⁄2% Notes due 2031 |
CUSIP: 50075N AC8 | $ | 378.038 | 7 | $ | 27.629 | $ | 27.629 | 7.31 | % | ||||||||||
| 5.375% Notes due 2020 |
CUSIP: 50075N BA1 | $ | 692.234 | 8 | $ | 167.832 | $ | 167.832 | 24.24 | % | ||||||||||
| 6.500% Notes due 2040 |
CUSIP: 50075N AZ7 | $ | 534.742 | 9 | $ | 33.201 | $ | 33.201 | 6.21 | % | ||||||||||
| 4.00% Notes due 2024 |
CUSIP: 609207 AB1 | $ | 1,750.000 | 10 | $ | 1,054.418 | $ | 1,054.418 | 60.25 | % | ||||||||||
| 4.500% Notes due 2035 |
ISIN: XS1324085304 | £ | 400.000 | 11 | £ | 305.119 | $ | 371.910 | 76.28 | % | ||||||||||
| 3.875% Notes due 2045 |
ISIN: XS1197275966 | £ | 450.000 | 12 | £ | 281.637 | $ | 343.287 | 62.59 | % | ||||||||||
| 2.375% Notes due 2021 |
ISIN: XS1003251441 | € | 1,250.000 | 13 | € | 570.806 | $ | 626.973 | 45.66 | % | ||||||||||
| 2.375% Notes due 2035 |
ISIN: XS1197273755 | € | 750.000 | 14 | € | 362.782 | $ | 398.480 | 48.37 | % | ||||||||||
| 1.625% Notes due 2027 |
ISIN: XS1197270819 | € | 750.000 | 15 | € | 279.540 | $ | 307.047 | 37.27 | % | ||||||||||
| 1.625% Notes due 2023 |
ISIN: XS1346872580 |
€ | 700.000 | 16 | € | 216.704 | $ | 238.028 | 30.96 | % | ||||||||||
| 1.000% Notes due 2022 |
ISIN: XS1197269647 | € | 500.000 | 17 | € | 163.083 | $ | 179.130 | 32.62 | % | ||||||||||
| (1) | U.S. dollar equivalent as of October 28, 2016. Pursuant to the terms of the Tender Offer, principal amounts of Sterling Securities and Euro Securities will be converted into dollars using the applicable exchange rates, as of 10:00 a.m., New York City time, on the Reference Yield Determination Date as reported on the Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by Credit Suisse, BofA Merrill Lynch and Mizuho, each as defined below, with quotes as of a time as close as reasonably possible). |
The Company reserves the right, in its sole discretion, not to accept any Tender Instructions, not to purchase any Securities or to extend, re-open, withdraw or terminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.
Unless stated otherwise, announcements in connection with the Tender Offer will be made available on the Company’s website at www.mondelezinternational.com/investors. Such announcements may also be made by (i) the issuance of a press release, including to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information Agent for the relevant announcements relating to the Tender Offer.
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Holders are advised to read carefully the Offer Documents for full details of and information on the procedures for participating in the Tender Offer.
Credit Suisse Securities (USA) LLC (“Credit Suisse”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Mizuho Securities USA Inc. (“Mizuho”), Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. are acting as joint lead dealer managers (the “Joint Lead Dealer Managers”) and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., SG Americas Securities, LLC, Wells Fargo Securities, LLC, BBVA Securities Inc., Commerz Markets LLC, Credit Agricole Securities (USA) Inc., Santander Investment Securities Inc., TD Securities (USA) LLC and The Williams Capital Group, L.P. are acting as co-dealer managers (the “Co-Dealer Managers” and collectively with the Joint Lead Dealer Managers, the “Dealer Managers”) in connection with the Tender Offer. Global Bondholder Services Corporation is acting as information agent (the “Information Agent”) and depositary (the “Depositary”) in connection with the Tender Offer.
Questions and requests for assistance in connection with the Tender Offer may be directed to Credit Suisse, BofA Merrill Lynch, Mizuho or the Information Agent.
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| BofA Merrill Lynch
214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255 Attn: Liability Management Group Toll Free: (888) 292-0070 Collect: (980) 387-3907 London: +44 (0) 20 7996-5420 |
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue New York, New York 10010 Attn: Liability Management Group Toll Free: (800) 820-1653 Collect: (212) 538-2147 London: +44 (0) 20 7883-8763 |
Mizuho Securities USA Inc.
320 Park Avenue, 11th Floor New York, New York 10022 Attn: Liability Management Group Toll Free: (866) 271-7403 Collect: (212) 205-7736 London: +44 (0) 20-7090-6929 |
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information Agent.
Information Agent
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Email: contact@gbsc-usa.com
www.gbsc-usa.com/Mondelez
Banks and Brokers call: (212) 430-3774
Toll-free: (866) 924-2200
International call: 001-212-430-3774
DISCLAIMER This announcement must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this announcement or the Offer Documents or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Dealer Managers, the Information Agent and the Company makes any recommendation as to whether Holders should tender their Securities for purchase pursuant to the Tender Offer.
None of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Securities or the Tender Offer contained in this announcement or in the Offer Documents. None of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or Securities which is material in the context of the Tender Offer and which is not otherwise publicly available.
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OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer Documents in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer Documents comes are required by each of the Company, the Dealer Managers and the Information Agent to inform themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer is not being made by, 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, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
European Economic Area (EEA)
In any EEA Member State (other than Luxembourg) that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), the communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
The communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer has been prepared on the basis that the Tender Offer in any Member State (other than Luxembourg) of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus.
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Each person in a Relevant Member State who receives any communication in respect of the Tender Offer contemplated in this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer will be deemed to have represented, warranted and agreed to or with the Dealer Managers and the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.
France
The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been or shall be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, and/or (ii) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose average annual headcount exceeds 50, acting for their own account all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. The Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Belgium
The Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover Law. The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and none of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender Offer, this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer and any memorandum, information circular, brochure or any similar documents relating to the Tender Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of Article 10, §1, of the Belgian Prospectus Law. The Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.
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Luxembourg
The terms and conditions relating to this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the Tender Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.
Italy
None of the Tender Offer, this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedure of the CONSOB, pursuant to applicable Italian laws and regulations.
The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are a resident of and/or located in Italy can tender the Securities for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Tender Offer.
Switzerland
None of this announcement, the Offer Documents, any other documents or materials relating to the Tender Offer nor any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise
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applicable to investors in Switzerland do not apply to the Tender Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Tender Offer.
Spain
Neither the Tender Offer nor any other documents or materials relating to the Tender Offer have been or will be submitted for approval of or recognition by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) as the Tender Offer is not subject to such approval or recognition given that it is not being made in the Kingdom of Spain by way of a public offering of securities in accordance with article 35 of the Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended and restated, or pursuant to an exemption from registration in accordance with Royal Decree 1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), and any regulations developing it which may be in force from time to time.
The Netherlands
The Tender Offer is not being made, directly or indirectly, to the public in the Netherlands. Neither the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in the Netherlands and only (i) legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorized discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands, (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op hetfinancieel toezicht), or such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable are eligible to participate in the Tender Offer.
Germany
None of the Tender Offer nor the Offer to Purchase constitutes an offer of securities or the solicitation of an offer of securities to the public in Germany under the Securities Prospectus Act (Wertpapierprospektgesetz). Accordingly, the Offer to Purchase has not been submitted for approval and has not been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) or any other German public authority.
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General
None of this announcement, the Offer Documents nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. The Company is not aware of any jurisdiction where the making of the Tender Offer is not in compliance with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction where the making of the Tender Offer would not be in compliance with such laws, the Company will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer. If, after such good faith effort, the Company cannot comply with any such applicable laws, the Tender Offer will not be made to the holders of Securities residing in each such jurisdiction.
In any jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of its or, where the context so requires, their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Managers or such affiliate (as the case may be) in such jurisdiction.
Each Holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase under the heading “The Tender Offer—Procedures for Tendering Securities.” If you are unable to make these representations, your tender of Securities for purchase may be rejected. Each of the Company, the Dealer Managers and the Information Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
About Mondelēz International
Mondelēz International, Inc. (NASDAQ:MDLZ) is a global snacking powerhouse, with 2015 net revenues of approximately $30 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands, such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. Mondelēz International is a proud member of the Standard and Poor’s 500, NASDAQ 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com or follow the company on Twitter at www.twitter.com/MDLZ.
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Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “expect,” “may,” “intend” and similar expressions are intended to identify the Company’s forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer, acceptance of Securities for payment pursuant to the Tender Offer and the Company’s ability to complete the Tender Offer. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those indicated in the Company’s forward-looking statements. Please see the Company’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC, including the Company’s most recently filed Annual Report on Form 10-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.
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Exhibit 99.2
| Contacts: | Michael Mitchell (Media) | Shep Dunlap (Investors) | ||||
| +1-847-943-5678 | +1-847-943-5454 | |||||
| news@mdlz.com | ir@mdlz.com |
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. PERSONS INTO WHOSE POSSESSION
THIS DOCUMENT COMES ARE REQUIRED BY THE COMPANY, THE DEALER
MANAGERS AND THE INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND
TO OBSERVE, ANY SUCH RESTRICTIONS.
Mondelēz International Announces Pricing
for its Cash Tender Offer
DEERFIELD, Ill. – Oct. 31, 2016 – Mondelēz International, Inc. (formerly known as Kraft Foods Inc.) (the “Company”) today announced the pricing and the accepted tender amounts for its previously announced offer to purchase (the “Tender Offer”) debt securities listed in Table I below (each, a “Security” and together, the “Securities”). The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 17, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and, where applicable, in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”), each as amended by the company’s press release issued earlier today, which set forth a description of the terms and conditions of the Tender Offer.
The consideration to be paid in the Tender Offer for each series of Securities has been determined in the manner described in the Offer to Purchase according to the “Reference Yield,” which means (i) with respect to each series of Securities denominated in U.S. Dollars or Sterling, the yield of the applicable reference security listed in Table I (the “Reference Security”) for such series and (ii) with respect to each series of Securities denominated in Euro, the Interpolated Rate for such series.
The Company plans to accept all Securities tendered with acceptance priority levels 1 through 13, Securities tendered with acceptance priority level 14 on a prorated basis in accordance with the Offer to Purchase, and none of the Securities tendered with acceptance priority levels 15 through 17. Holders who validly tendered and did not validly withdraw such
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Securities at or prior to the Early Participation Date that are accepted for purchase will receive the applicable “Total Consideration” listed in the table below, which includes an early participation amount of $30.00 per $1,000 principal amount of Dollar Securities, £30.00 per £1,000 principal amount of Sterling Securities and €30.00 per €1,000 principal amount of Euro Securities accepted for purchase (the “Early Participation Amount”). In addition, holders whose Securities are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Securities from, and including, the most recent interest payment date prior to, as applicable, the Early Payment Date or the Final Payment Date (and, for the 4.500% Notes due 2035, from and including their issuance date) up to, but not including, the applicable Payment Date. See the Offer to Purchase for additional information. The Early Payment Date is expected to be November 1, 2016.
As previously announced, the Early Participation Date for the Tender Offer was 5:00 p.m., New York City time, on October 28, 2016. Withdrawal rights for the Tender Offer expired at 5:00 p.m., New York City time, on October 28, 2016, and have not been extended. The Expiration Date of the Tender Offer is 11:59 p.m., New York City time, on November 14, 2016, unless extended or early terminated by the Company. However, because more than the Maximum Amount of Securities was tendered at or before the Early Participation Date, the Company will not accept any further tenders of Securities, unless the Company elects to amend the terms of the Tender Offer.
Copies of the Offer Documents are available from the Information Agent as set out below and will be made available on the Company’s website at www.mondelezinternational.com/investors. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.
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Table I
| SECURITIES SUBJECT TO THE TENDER OFFER |
||||||||||||||||||||||||||||||||||
| Title of Security |
Security |
Principal Amount Outstanding (millions) |
Accept- |
Principal Amount Tendered as of the Early Participation Date (millions) |
Principal Amount Accepted as of the Early Participation Date (millions) |
Reference Security / |
Bloomberg Reference Page
/ |
Reference Yield |
Fixed Spread (basis |
Tender Offer Yield |
Total Consideration(1) |
|||||||||||||||||||||||
| 7.25 per cent. Notes due July 2018 |
ISIN: XS0377058614 |
£ | 102.875 | 1 | £ | 26.817 | £ | 26.817 | 1.250% UK Treasury due 07/22/2018 | DMO2 | 0.255 | % | 65 | 0.905 | % | £ | 1,107.53 | |||||||||||||||||
| 6.125% Notes due 2018 |
CUSIP: 50075N AU8 |
$ | 559.730 | 2 | $ | 81.656 | $ | 81.656 | 0.875% U.S. Treasury due 01/31/2018 | PX4 | 0.746 | % | 20 | 0.946 | % | $ | 1,064.19 | |||||||||||||||||
| 6.125% Notes due 2018 |
CUSIP: 50075N AV6 |
$ | 396.883 | 3 | $ | 74.281 | $ | 74.281 | 1.000% U.S. Treasury due 08/15/2018 | PX4 | 0.854 | % | 20 | 1.054 | % | $ | 1,090.71 | |||||||||||||||||
| 7.000% Notes due 2037 |
CUSIP: 50075N AR5 |
$ | 145.111 | 4 | $ | 5.480 | $ | 5.480 | 2.500% U.S. Treasury due 05/15/2046 | PX1 | 2.593 | % | 180 | 4.393 | % | $ | 1,352.77 | |||||||||||||||||
| 6.875% Notes due 2038 |
CUSIP: 50075N AT1 |
$ | 256.962 | 5 | $ | 1.575 | $ | 1.575 | 2.500% U.S. Treasury due 05/15/2046 | PX1 | 2.593 | % | 180 | 4.393 | % | $ | 1,340.50 | |||||||||||||||||
| 6.875% Notes due 2039 |
CUSIP: 50075N AW4 |
$ | 196.119 | 6 | $ | 0.926 | $ | 0.926 | 2.500% U.S. Treasury due 05/15/2046 | PX1 | 2.593 | % | 180 | 4.393 | % | $ | 1,349.92 | |||||||||||||||||
| 6 1⁄2% Notes due 2031 |
CUSIP: 50075N AC8 |
$ | 378.038 | 7 | $ | 27.629 | $ | 27.629 | 2.500% U.S. Treasury due 05/15/2046 | PX1 | 2.593 | % | 110 | 3.693 | % | $ | 1,321.07 | |||||||||||||||||
| 5.375% Notes due 2020 |
CUSIP: 50075N BA1 |
$ | 692.234 | 8 | $ | 167.832 | $ | 167.832 | 1.250% U.S. Treasury due 01/31/2020 | PX5 | 1.068 | % | 30 | 1.368 | % | $ | 1,127.88 | |||||||||||||||||
| 6.500% Notes due 2040 |
CUSIP: 50075N AZ7 |
$ | 534.742 | 9 | $ | 33.201 | $ | 33.201 | 2.500% U.S. Treasury due 05/15/2046 | PX1 | 2.593 | % | 155 | 4.143 | % | $ | 1,349.76 | |||||||||||||||||
| 4.00% Notes due 2024 |
CUSIP: 609207 AB1 |
$ | 1,750.000 | 10 | $ | 1,054.418 | $ | 1,054.418 | 1.500% U.S. Treasury due 08/15/2026 | PX1 | 1.831 | % | 30 | 2.131 | % | $ | 1,120.94 | |||||||||||||||||
| 4.500% Notes due 2035 |
ISIN: XS1324085304 |
£ | 400.000 | 11 | £ | 305.119 | £ | 305.119 | 4.500% UK Treasury due 09/07/2034 | DMO2 | 1.710 | % | 135 | 3.060 | % | £ | 1,203.89 | |||||||||||||||||
| 3.875% Notes due 2045 |
ISIN: XS1197275966 |
£ | 450.000 | 12 | £ | 281.637 | £ | 281.637 | 3.250% UK Treasury due 01/22/2044 | DMO2 | 1.878 | % | 135 | 3.228 | % | £ | 1,118.25 | |||||||||||||||||
| 2.375% Notes due 2021 |
ISIN: XS1003251441 |
€ | 1,250.000 | 13 | € | 570.806 | € | 570.806 | January 2021 Interpolated Swap Rate | ICAE1 | -0.045 | % | 10 | 0.055 | % | € | 1,098.11 | |||||||||||||||||
| 2.375% Notes due 2035 |
ISIN: XS1197273755 |
€ | 750.000 | 14 | € | 362.782 | € | 314.623 | December 2034 Interpolated Swap Rate | ICAE1 | 0.922 | % | 100 | 1.922 | % | € | 1,068.67 | |||||||||||||||||
| (1) | The Total Consideration payable for each series of Securities will be a price per $1,000, £1,000 or €1,000 principal amount of such series of Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by the Company is calculated using the applicable Fixed Spread and includes the Early Participation Amount. In addition, holders whose Securities are accepted will also receive Accrued Interest on such Securities. |
The Company reserves the right, in its sole discretion, not to accept any Tender Instructions, not to purchase any Securities or to extend, re-open, withdraw or terminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.
Unless stated otherwise, announcements in connection with the Tender Offer will be made available on the Company’s website at www.mondelezinternational.com/investors. Such announcements may also be made by (i) the issuance of a press release, including to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information Agent for the relevant announcements relating to the Tender Offer.
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Holders are advised to read carefully the Offer Documents for full details of and information on the procedures for participating in the Tender Offer.
Credit Suisse Securities (USA) LLC (“Credit Suisse”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Mizuho Securities USA Inc. (“Mizuho”), Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. are acting as joint lead dealer managers (the “Joint Lead Dealer Managers”) and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., SG Americas Securities, LLC, Wells Fargo Securities, LLC, BBVA Securities Inc., Commerz Markets LLC, Credit Agricole Securities (USA) Inc., Santander Investment Securities Inc., TD Securities (USA) LLC and The Williams Capital Group, L.P. are acting as co-dealer managers (the “Co-Dealer Managers” and collectively with the Joint Lead Dealer Managers, the “Dealer Managers”) in connection with the Tender Offer. Global Bondholder Services Corporation is acting as information agent (the “Information Agent”) and depositary (the “Depositary”) in connection with the Tender Offer.
Questions and requests for assistance in connection with the Tender Offer may be directed to Credit Suisse, BofA Merrill Lynch, Mizuho or the Information Agent.
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| BofA Merrill Lynch | Credit Suisse Securities (USA) LLC | Mizuho Securities USA Inc. | ||
| 214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255 Attn: Liability Management Group Toll Free: (888) 292-0070 Collect: (980) 387-3907 London: +44 (0) 20 7996-5420 |
Eleven Madison Avenue New York, New York 10010 Attn: Liability Management Group Toll Free: (800) 820-1653 Collect: (212) 538-2147 London: +44 (0) 20 7883-8763 |
320 Park Avenue, 11th Floor New York, New York 10022 Attn: Liability Management Group Toll Free: (866) 271-7403 Collect: (212) 205-7736 London: +44 (0) 20-7090-6929 | ||
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information Agent.
Information Agent
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Email: contact@gbsc-usa.com
www.gbsc-usa.com/Mondelez
Banks and Brokers call: (212) 430-3774
Toll-free: (866) 924-2200
International call: 001-212-430-3774
DISCLAIMER This announcement must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this announcement or the Offer Documents or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Dealer Managers, the Information Agent and the Company makes any recommendation as to whether Holders should tender their Securities for purchase pursuant to the Tender Offer.
None of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Securities or the Tender Offer contained in this announcement or in the Offer Documents. None of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Dealer Managers, the Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or Securities which is material in the context of the Tender Offer and which is not otherwise publicly available.
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OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer Documents in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer Documents comes are required by each of the Company, the Dealer Managers and the Information Agent to inform themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer is not being made by, 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, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
European Economic Area (EEA)
In any EEA Member State (other than Luxembourg) that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), the communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
The communication of this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer has been prepared on the basis that the Tender Offer in any Member State (other than Luxembourg) of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus.
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Each person in a Relevant Member State who receives any communication in respect of the Tender Offer contemplated in this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer will be deemed to have represented, warranted and agreed to or with the Dealer Managers and the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.
France
The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been or shall be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, and/or (ii) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose average annual headcount exceeds 50, acting for their own account all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. The Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Belgium
The Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover Law. The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and none of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender Offer, this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer and any memorandum, information circular, brochure or any similar documents relating to the Tender Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of Article 10, §1, of the Belgian Prospectus Law. The Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.
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Luxembourg
The terms and conditions relating to this announcement, the Offer Documents and any other documents or materials relating to the Tender Offer have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the Tender Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.
Italy
None of the Tender Offer, this announcement, the Offer Documents or any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedure of the CONSOB, pursuant to applicable Italian laws and regulations.
The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are a resident of and/or located in Italy can tender the Securities for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Tender Offer.
Switzerland
None of this announcement, the Offer Documents, any other documents or materials relating to the Tender Offer nor any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise
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applicable to investors in Switzerland do not apply to the Tender Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Tender Offer.
Spain
Neither the Tender Offer nor any other documents or materials relating to the Tender Offer have been or will be submitted for approval of or recognition by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) as the Tender Offer is not subject to such approval or recognition given that it is not being made in the Kingdom of Spain by way of a public offering of securities in accordance with article 35 of the Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended and restated, or pursuant to an exemption from registration in accordance with Royal Decree 1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), and any regulations developing it which may be in force from time to time.
The Netherlands
The Tender Offer is not being made, directly or indirectly, to the public in the Netherlands. Neither the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in the Netherlands and only (i) legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorized discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands, (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op hetfinancieel toezicht), or such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable are eligible to participate in the Tender Offer.
Germany
None of the Tender Offer nor the Offer to Purchase constitutes an offer of securities or the solicitation of an offer of securities to the public in Germany under the Securities Prospectus Act (Wertpapierprospektgesetz). Accordingly, the Offer to Purchase has not been submitted for approval and has not been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) or any other German public authority.
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General
None of this announcement, the Offer Documents nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. The Company is not aware of any jurisdiction where the making of the Tender Offer is not in compliance with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction where the making of the Tender Offer would not be in compliance with such laws, the Company will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer. If, after such good faith effort, the Company cannot comply with any such applicable laws, the Tender Offer will not be made to the holders of Securities residing in each such jurisdiction.
In any jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of its or, where the context so requires, their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Managers or such affiliate (as the case may be) in such jurisdiction.
Each Holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase under the heading “The Tender Offer—Procedures for Tendering Securities.” If you are unable to make these representations, your tender of Securities for purchase may be rejected. Each of the Company, the Dealer Managers and the Information Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
About Mondelēz International
Mondelēz International, Inc. (NASDAQ:MDLZ) is a global snacking powerhouse, with 2015 net revenues of approximately $30 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands, such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. Mondelēz International is a proud member of the Standard and Poor’s 500, NASDAQ 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com or follow the company on Twitter at www.twitter.com/MDLZ.
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Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “expect,” “may,” “plan,” and similar expressions are intended to identify the Company’s forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer, acceptance of Securities for payment pursuant to the Tender Offer and the Company’s ability to complete the Tender Offer. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those indicated in the Company’s forward-looking statements. Please see the Company’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC, including the Company’s most recently filed Annual Report on Form 10-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.
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