Zurich, 6 November 2025 鈥 麻豆社 Group AG and 麻豆社 AG, acting through its Stamford branch (each an 鈥淥fferor鈥 and together the 鈥淥fferors鈥) announce today the results of their previously announced seven concurrent and separate offers (each, an 鈥淥ffer鈥 and collectively, the 鈥淥ffers鈥) to purchase outstanding notes of the series listed in the table below (collectively, the 鈥淣otes鈥) and that it has amended the Offers by increasing the applicable Maximum Purchase Consideration from $4 billion to $8.6 billion. The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2025 (the 鈥淥ffer to Purchase鈥) and the accompanying notice of guaranteed delivery (the 鈥淣otice of Guaranteed Delivery鈥 and, together with the Offer to Purchase, the 鈥淭ender Offer Documents鈥). References herein to 鈥溌槎股玮 are references to 麻豆社 Group AG together with its consolidated subsidiaries (including 麻豆社 AG). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
The Offers expired at 5:00 p.m. (Eastern time) on November 5, 2025 (the 鈥淓xpiration Date鈥). The Initial Settlement Date will be November 7, 2025, and the Guaranteed Delivery Settlement Date will be November 10, 2025.
According to information provided by D.F. King & Co., Inc., the Information Agent for the Offers and Tender Agent for the USD Offers, and 麻豆社 AG, the Tender Agent for the EUR Offer, $8,544,989,115 combined aggregate principal amount of the Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $29,350,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and remain subject to the Holders鈥 performance of the delivery requirements under such procedures. For the EUR Notes, U.S. dollar amounts were calculated based on the applicable exchange rate, as of 10:00 a.m. (Eastern time) on November 5, 2025, as reported on the Bloomberg screen page 鈥淏FIX鈥 under the heading 鈥淓UR/USD Fixings.鈥 The exchange rate for Euro was 鈧1.00 = $1.14880.
The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.听
Acceptance Priority Level | Title of Security | CUSIP/ISIN | Issuer | Principal Amount Outstanding | Total Consideration(1) | Principal Amount Tendered(2) | Principal Amount Accepted(2) | Principal Amount Reflected in Notices of Guaranteed Delivery |
1 | 7.500% Senior Notes due 2028 | 22550L2M2 / US22550L2M24 | 麻豆社 AG(3) | $2,500 | $1,079.51 | $1,541,255,000 | $1,541,255,000 | $2,069,000 |
2 | 5.000% Senior Notes due 2027 | 22550L2K6 / US22550L2K67 | 麻豆社 AG(3) | $1,192.45 | $1,020.91 | $582,366,000 | 听$582,366,000 | $971,000 |
3 | 9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401BB3 / US225401BB38 听 Reg S: H3698DDW1 / USH3698DDW14 | 麻豆社 Group AG(4) | $2,000 | $1,276.11 | $1,165,765,000 | 听$1,165,765,000 | $9,358,000 |
4 | 6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401AZ1 / US225401AZ15; 听 Reg S: H3698DDS0 / USH3698DDS02 | 麻豆社 Group AG(4) | $3,000 | $1,123.64 | 听$2,240,463,000 | 听$2,240,463,000 | $4,337,000 |
5 | 7.750% Fixed Rate Reset Senior Callable Notes due 2029 | Reg S ISIN: CH1214797172 | 麻豆社 Group AG(4) | 鈧3,000 | 鈧1,113.45 | 听鈧 945,404,000 | 听鈧 945,404,000 | 鈥 |
6 | 6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028 | 144A: 225401AV0 / US225401AV01; 听 Reg S: H3698DDN1 / USH3698DDN15 | 麻豆社 Group AG(4) | $1,750 | $1,038.96 | 听$1,052,888,000 | 听$1,052,888,000 | $9,595,000 |
7 | 4.282% Senior Notes due 2028 | 144A: 225401AC2 / US225401AC20; 听 Reg S: H3698DAR5 / USH3698DAR55 | 麻豆社 Group AG(4) | $2,250 | $1,003.36 | 听$876,172,000 | 听鈥 | $3,020,000 |
Overall, $7,668,817,115 combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase described above) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1 鈥 6. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. 麻豆社 has not accepted any Notes with Acceptance Priority Level 7 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders.
Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 or 鈧1,000 principal amount of such Notes in cash on the Initial Settlement Date or Guaranteed Delivery Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Coupon Payment in cash. Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.
The Offerors have retained 麻豆社 Investment Bank, as Dealer Manager for the Offers. D.F. King & Co., Inc. is the Information Agent for the Offers and Tender Agent for the USD Offers. 麻豆社 AG is the Tender Agent for the EUR Offer. Questions regarding the terms of the Offers may be directed to 麻豆社 Investment Bank at (833) 690-0971 (toll-free), (212) 882-5723 (collect) or +44 20 7568 1121 and by email at americas-lm@ubs.com or ol-liabilitymanagement-eu@ubs.com. Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase and the Notice of Guaranteed Delivery should be directed to D.F. King & Co., Inc. by telephone at (646) 989-1649 (for banks and brokers only) and (800) 829-6551 (for all others toll-free) or +44 (0)20 7920 9700 and by email at 麻豆社@dfking.com. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at .
麻豆社 Group AG and 麻豆社 AG
Disclaimer
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of 麻豆社, the Dealer Managers, any fiscal agent, any paying agent or any trustee, as applicable, the Tender Agents or the Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offers, or any recommendation as to whether Holders should tender their Notes for purchase pursuant to the Offers.
In making a decision regarding the Offers, Holders must rely on their own examination of the Offerors and the terms of the Offers, including the merits and risks involved. Holders should not consider any information in the Offer to Purchase to be legal, business or tax advice. Holders should consult their own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an acceptance of the Offers. This release may contain statements that constitute 鈥渇orward-looking statements,鈥 within the meaning of applicable securities laws. While these forward-looking statements represent 麻豆社鈥檚 judgments and future expectations concerning the development of 麻豆社, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from 麻豆社鈥檚 expectations. For a discussion of the risks and uncertainties that may affect 麻豆社 please refer to the 鈥淩isk Factors鈥 and other sections of 麻豆社 Group AG鈥檚 and 麻豆社 AG鈥檚 most recent Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the US Securities and Exchange Commission on Form 6-K. 麻豆社 is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts
Contacts
Investor contact
Switzerland:
+41-44-234 41 00
Americas:
+1 212 882 57 34
Media contact
Switzerland:
+41-44-234 85 00
UK:
+44-207-567 47 14
Americas:
+1-212-882 58 58
APAC:
+852-297-1 82 00