BW GESTÃO DE INVESTIMENTOS LTDA. : PRESS RELEASE DATED 5 JUNE 2025 REGARDING THE AVAILABILITY OF THE OFFER DOCUMENT RELATING TO THE TENDER OFFER FOR THE SHARES OF THE COMPANY VERALLIA

This press release does not constitute an offer to purchase securities or any form of solicitation and is not intended to be distributed in jurisdictions where the Offer would not be authorized. THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH-LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY THE OFFEROR ON 5 JUNE 2025…

This press release does not constitute an offer to purchase securities or any form of solicitation and is not intended to be distributed in jurisdictions where the Offer would not be authorized.

 

THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH-LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY THE OFFEROR ON 5 JUNE 2025. IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH-LANGUAGE PRESS RELEASE, THE OFFICIAL FRENCH-LANGUAGE PRESS RELEASE SHALL PREVAIL.

 

PRESS RELEASE DATED 5 JUNE 2025

REGARDING THE AVAILABILITY OF THE OFFER DOCUMENT

RELATING TO THE TENDER OFFER FOR THE SHARES OF THE COMPANY

VERALLIA

INITIATED BY

KAON V

presented by

BANK OF AMERICA	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
Presenting Bank	Presenting Bank and Guarantor

 

PRICE OF THE OFFER:  €28.30 per Verallia share (after deduction of the 2024 dividend)[1] DURATION OF THE OFFER: 25 trading days The timetable of the tender offer referred to herein (the “Offer”) will be set out by the French stock market authority (Autorité des marchés financiers) (the “AMF”) in accordance with the provisions of its general regulation (the “AMF General Regulation”).

 

AMF This press release (the “Press Release”) was prepared by Kaon V (the “Offeror”) and published pursuant to Article 231-27, 2° of the AMF General Regulation. Pursuant to Article L. 621-8, III of the French Monetary and Financial Code and Article 231-23 of its General Regulation, the AMF has, pursuant to the Offer's clearance decision dated June 5, 2025, granted visa no. 25-196 to the offer document prepared by the Offeror (the “Offer Document”) in relation to the Offer.

IMPORTANT NOTICE This Press Release was prepared for information purposes only. It does not constitute an offer to purchase securities and is not intended to be distributed in jurisdictions where the Offer would not be authorized. Publication of this Press Release, the Offer and the acceptance of the Offer may, in certain jurisdictions, be subject to specific regulations or restrictions. Accordingly, persons in possession of this Press Release are required to obtain information regarding any applicable local restrictions and to comply with such restrictions. Kaon V disclaims any liability for any breach of these restrictions by any person. The Offer is not and will not be offered in any jurisdiction where it would not be permitted under applicable law. Acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for compliance with such laws, and it is therefore their responsibility, before accepting the Offer, to determine whether such laws exist and are applicable, relying on the advice they obtain from their own advisers. In the United States of America, to the extent applicable, the Offer will be made in compliance with the U.S. tender offer rules, including Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the laws and regulations promulgated thereunder, including Regulation 14E after application of the exemptions provided by Rule 14d-1(d) of the Exchange Act (the “Tier II” exemption for securities of foreign private issuers). For further information, see section 2.15 (Offer restrictions abroad) of the Offer Document.

The Offer Document (of which section 2.6 describes the procedure for acceptance of the Offer) is available on the websites of the AMF (www.amf-france.org) and Verallia (www.verallia.com) and may be obtained free of charge from:

Kaon V 70 Sir John Rogerson's Quay Dublin 2, Ireland

Bank of America Europe DAC (Paris branch) 51, rue La Boétie 75008 Paris France

Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis CS 70052, 92547 Montrouge Cedex, France France

The Offer Document should be read in conjunction with all other documents published in connection with the Offer. In accordance with article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of Kaon V will be made available to the public no later than the day before the opening of the Offer. A press release will be issued to inform the public of the manner in which the information will be made available.

Prior to the opening of the Offer, the AMF and Euronext will respectively publish a notice announcing the opening of the Offer and its timetable and a notice announcing the terms and the timetable of the Offer.

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[1] The price of the offer reflects the deduction of the ordinary dividend of €1.70 per Verallia share in respect of the 2024 financial year, the distribution of which was approved by Verallia's shareholders' meeting held on April 25, 2025, after the Offeror filed its draft tender offer. The ordinary dividend of €1.70 per Verallia share was detached on May 13, 2025, and paid on May 15, 2025.

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