As a further important step in the transaction concerning FEMSA's public tender offer for Valora, four new FEMSA representatives are proposed for election to the Valora Board of Directors at an Extraordinary General Meeting to be held on 14 October 2022. The existing Valora Board of Directors will resign as agreed.
Following the announcement by Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”; BMV: FEMSAUBD.MX; FEMSAUB.MX; NYSE: FMX) on 15 September 2022 of the definitive interim result of its public tender offer by FEMSA’s wholly owned subsidiary Impulsora de Marcas e Intangibles, S.A. de C.V., to acquire all publicly held registered shares of Valora Holding AG (“Valora”; SIX: VALN) with a participation rate of 84.42% of the issued share capital and voting rights of Valora, a further important transaction step will follow with the agreed replacement of the Valora Board of Directors at an Extraordinary General Meeting on 14 October 2022.
As previously communicated and according to the offer prospectus of the public tender offer, the settlement of the public tender offer (and consequently the sale of Valora shares on the basis and pursuant to the modalities of the public tender offer) is, among others, subject to the condition that all members of Valora‘s Board of Directors shall have resigned and a duly convened general meeting of Valora’s shareholders shall have elected the persons nominated by FEMSA to Valora’s Board of Directors – both with effect from and subject to the settlement. The settlement of the public tender offer is expected to take place on 7 October 2022 (subject to a postponement of the settlement as described in the offer prospectus).
Accordingly, all members of the Board of Directors elected at the Ordinary General Meeting of 6 April 2022 have declared their resignation from the Board of Directors with effect immediately after the end of the Extraordinary General Meeting of 14 October 2022 or the settlement of the public tender offer – whichever event occurs later.
At the Extraordinary General Meeting on 14 October 2022, FEMSA CEO Daniel Alberto Rodríguez Cofré will be proposed for election as Chairman of the Valora Board of Directors and, as members, Francisco Camacho Beltrán, Chief Corporate Officer of FEMSA; Carlos Arenas Cadena, CEO of the FEMSA Proximity Division; and Salvador Alfaro Hernández, CFO of the FEMSA Proximity Division. The latter three are also up for election to the Nomination and Compensation Committee.
The Extraordinary General Meeting will take place without physical participation of the shareholders. However, they may exercise their rights via the independent proxy.
For further information on the Extraordinary General Meeting and the curricula vitae of FEMSA's nominees, please refer to the website www.valora.com/egm.