Betterware de México, S.A.B. de C.V. (Nasdaq:BWMX) (“Betterware”
or the “Company”), today announced that the Company will redeem all
of its outstanding public warrants (the “Public Warrants”) to
purchase shares of the Company’s ordinary shares, no par value per
share (the “Ordinary Shares”), that were issued under the Warrant
Agreement, dated as of October 11, 2018 (as amended from time to
time, the “Warrant Agreement”), by and between the Company (as
successor of DD3 Acquisition Corp.) and Continental Stock Transfer
& Trust Company, as warrant agent (the “Warrant Agent”), and
that remain outstanding at 5:00 p.m. New York City time on November
9, 2020 (the “Redemption Date”) for a redemption price of USD$0.01
per Public Warrant (the “Redemption Price”). Warrants to
purchase Ordinary Shares that were issued under the Warrant
Agreement in a private placement and still held by the initial
holders thereof or their permitted transferees are not subject to
the redemption.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Public Warrants if the
last sales price of the Ordinary Shares is at least USD$18.00 per
share on each of twenty trading days within any thirty-day trading
period ending on the third trading day prior to the date on which a
notice of redemption is given. This share price performance target
has been met. At the direction of the Company, the Warrant Agent
has delivered a notice of redemption to each of the registered
holders of the outstanding Public Warrants.
Public Warrant holders have until 5:00 p.m. New York City time
on the Redemption Date to exercise their Public Warrants to
purchase Ordinary Shares. Each Public Warrant entitles the holder
thereof to purchase one Ordinary Shares at a cash price of
USD$11.44 per Public Warrant exercised (the “Exercise Price”).
The Company’s board of directors has elected to require that,
following delivery of the notice of redemption and prior to 5 p.m.
New York City time on the Redemption Date, all Public Warrants be
exercised only on a cashless basis. As a result of the board of
directors having made this election, holders may no longer exercise
Public Warrants in exchange for payment in cash of the Exercise
Price. Instead, a holder exercising a Public Warrant will be deemed
to pay the per warrant Exercise Price by the surrender of 0.63 of a
share of Ordinary Shares that such holder would have been entitled
to receive upon a cash exercise of each Public Warrant.
Accordingly, by virtue of the cashless exercise of the Public
Warrants, exercising warrant holders will receive 0.37 of a share
of Ordinary Shares for each Public Warrant surrendered for
exercise.
The number of Ordinary Shares that each exercising warrant
holder will receive by virtue of the cashless exercise was
calculated in accordance with Section 3.3.1(b) of the Warrant
Agreement and will be equal to the quotient obtained by dividing
(x) the product of the number of shares underlying the Public
Warrants held by such warrant holder, multiplied by the difference
between USD$18.23, the average reported last sale price of the
Ordinary Shares for the five trading days ending on October 5,
2020, the third trading day prior to the date of the redemption
notice (the “Fair Market Value”) and the Exercise Price, by (y) the
Fair Market Value. If any holder of Public Warrants would, after
taking into account all of such holder’s Public Warrants exercised
at one time, be entitled to receive a fractional interest in a
share of Ordinary Shares, the number of shares the holder will be
entitled to receive will be rounded up to the nearest whole number
of shares.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Public Warrants as to whether to exercise or refrain
from exercising any Public Warrants.
The shares of Ordinary Shares underlying the Public Warrants
have been registered by Betterware under the Securities Act of
1933, as amended, and are covered by a registration statement filed
on Form F-4 with, and declared effective by, the Securities and
Exchange Commission (Registration No. 333-233982).
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer & Trust
Company, 1 State Street, 30th Floor, New York, New York 10004,
Attention: Compliance Department, telephone number (212)
509-4000.
Additionally, the Company is pleased to announce that all
resolutions considered at its Shareholders Ordinary Meeting held on
October 2, 2020, have been approved by its shareholders. The
resolutions approved by the shareholders include:
- To ratify the Shareholders’ resolutions dated August 17, 2020,
where Betterware’s shareholders acknowledged that as of such date,
the Company had 2,460,000 treasury shares;
- To recognize that, as of September 30, 2020, certain
Betterware’s warrant holders had exercised 352,256 warrants on a
cash basis in exchange of 352,256 common shares, no par value, of
the Company;
- The approval of an increase in the variable portion of the
capital stock of the Company for an amount of MXN$89,235,277.00,
subscribed and paid by the Company’s warrant holders mentioned in
paragraph (ii) above; and
- The approval of an issuance of 689,021 Company’s treasury
shares to be subscribed and paid by the Company’s management in
terms of the Management Incentive Plan.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Betterware de México, S.A.B. de C.V.
Founded in 1995, Betterware is a direct-to-consumer company in
Mexico. Betterware is focused on the home solutions and
organization segment, with a wide product portfolio for daily
solutions including organization, kitchen preparation, food
containers, smart furniture, among others.
Betterware has a distribution network of over 782,000
distributors and associates, who serve approximately 3 million
households in more than 800 communities throughout Mexico. Its main
distribution center is located in Guadalajara, Jalisco.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding the redemption of the Public Warrants and the
expected proceeds from the exercise of the Public Warrants. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Betterware’s management and are not predictions of actual
performance. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements, including but not
limited to general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets,
and the impact of COVID-19 on our business and the economy as a
whole, and the other risks discussed under the heading “Risk
Factors” in the registration statement on F-1 filed by Betterware
on September 14, 2020 and other documents Betterware files with the
SEC in the future. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. These
forward-looking statements speak only as of the date hereof and
Betterware disclaims any obligation to update these forward-looking
statements.
Please visit the Betterware investor relations website at
https://ri.betterware.com.mx/financiera/reportes-trimestrales to
view the financial results included in the letter to shareholders.
The Company intends to continue to make future announcements of
material financial and other information through its investor
relations website. The Company will also, from time to time,
disclose this information through press releases, filings with the
Securities and Exchange Commission, conference calls, or webcasts,
as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20201008005327/en/
Investor Relations Betterware IR ir@better.com.mx
+52 (33) 3836 0500 Ext. 2011
ICR Allison Malkin 203-682-8225
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