UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Industrias Bachoco, S.A.B. de C.V.
(Name of Subject Company (issuer))
Edificio del Noroeste, S.A. de C.V.
(Name of Filing Persons (Offerors))
Series B Shares, without par value
(Title of Class of Securities)
MX01BA1D0003*
(CUSIP Number of Class of Securities)
*The Series B Shares are listed on the Mexican Stock Exchange and the ISIN identifier is MX01BA1D0003
American Depositary Shares, each representing twelve Series B Shares
(Title of Class of Securities)
456463108
(CUSIP Number of Class of Securities)
Gustavo Rodríguez Aradillas
Attorney-in-fact
Edificio del Noroeste, S.A. de C.V.
Bosque de Alisos 47-A 1er Piso A2-11
Bosques de las Lomas 05120, Ciudad de México
Tel. +52 (55)1105-1305\
grodriguez@roblesmiaja.com.mx
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
George Karafotias
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee |
| N/A | N/A |
| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
| Amount Previously Paid: | N/A | Filing Party: | N/A |
| Form or Registration No.: | N/A | Date Filed: | N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| o | issuer tender offer subject to Rule 13e-4. |
| x | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
x Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
SCHEDULE TO
The pre-commencement communication filed under cover of this Schedule TO is being filed by Edificio del Noroeaste, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“Edificio del Noroeste”), in connection with the intention of Edificio del Noroeste to initiate, or for a vehicle controlled by Edificio del Noroeste to initiate, the process to launch a voluntary tender offer to acquire all of the outstanding Series B Shares, without par value (“Series B Shares”), including Series B Shares represented by American Depositary Shares (each of which represents twelve Series B Shares) (collectively, the “ADSs”), of Industrias Bachoco, S.A.B. de C.V., a publicly-held corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (“Bachoco” or the “Company”), other than any Series B Shares (including any ADSs) owned directly or indirectly by Edificio del Noroeste or its affiliates.
The tender offer described herein has not yet commenced. This filing is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any Series B Shares (including any ADSs) or other securities. If and at the time the tender offer is commenced, Edificio del Noroeaste (and/or one or more of its affiliates, as applicable) intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter if transmittal and other documents relating to the tender offer, and no later than 10 business days from the date of commencement of the tender offer, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TENDER OFFER CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
Such documents, and other documents filed by Edificio del Noroeste and the Company, may be obtained without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.
THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY COUNTRY OR JURISDICTION IN WHICH SUCH OFFER WOULD BE CONSIDERED UNLAWFUL OR OTHERWISE VIOLATE ANY APPLICABLE LAWS OR REGULATIONS, OR WHICH WOULD REQUIRE Edificio deL Noroeste OR ANY OF ITS AFFILIATES TO CHANGE OR AMEND THE TERMS OR CONDITIONS OF SUCH OFFER IN ANY MANNER, TO MAKE ANY ADDITIONAL FILING WITH ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR TAKE ANY ADDITIONAL ACTION IN RELATION TO SUCH OFFER.
IN ADDITION, THE TENDER OFFER DOCUMENTS, THIS SCHEDULE TO AND RELATED MATERIALS AND ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
Item 1. Exhibits.
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Letter to the Board of Directors of Bachoco, dated March 25, 2022. |
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STRICTLY CONFIDENTIAL
March 25th, 2022
Board of Directors
Industrias Bachoco, S.A.B. de C.V.
Av. Tecnológico 401 Col. Industrial
Celaya, Guanajuato. México
38010
Francisco Javier Robinson Bours Castelo
Chairman of the Board
Daniel Alberto Salazar Ferrer
Secretary of the Board
Re: Tender Offer for Bachoco’s Shares
Ladies and Gentlemen,
We, as a group of existing shareholders of Industrias Bachoco, S.A.B. de C.V. ("Bachoco"), representing, together with affiliates, approximately 73% of the total outstanding shares of Bachoco and members of the Robinson Bours Family, hereby convey our intention to initiate, or that a vehicle controlled by us initiates, the process to launch a voluntary tender offer for up to all the outstanding shares of Bachoco, including shares represented by American Depositary Receipts (ADRs), which are not owned directly or indirectly by us or our affiliates, representing up to approximately 27% of the outstanding capital of Bachoco in the terms described below.
We expect the tender offer to take place concurrently in Mexico and the United States of America, at a purchase price of $81.66 Mexican pesos per share. This price represents a premium of 20% relative to the average price of Bachoco shares over the last 30 trading days on the Bolsa Mexicana de Valores, S.A.B. de C.V. The tender offer will be subject to various corporate and regulatory requirements, including registration before the Mexican Securities, Exchange Commission, filing with the US Securities and Exchange Commission and the authorization of the Board of Directors of Bachoco.
Subsequent to the closing of the tender offer, we intend to delist the outstanding shares of Bachoco from the Bolsa Mexicana de Valores, S.A.B. de C.V. and the New York Stock Exchange, and to deregister the shares under the US Securities Exchange Act of 1934, as amended.
In due course, we expect to submit the appropriate documents to the relevant securities authorities describing all the terms and conditions of the voluntary tender offer mentioned herein.
We kindly request that Bachoco discloses to the public, as soon as practicable, the intention mentioned above and that, until such disclosure occurs, you treat this letter and its contents with the utmost confidence.
Additionally, we kindly request, in terms of article nine of Bachoco's bylaws, authorization from the Board of Directors to acquire up to all the outstanding shares of Bachoco, through the tender offer mentioned herein. We acknowledge that this authorization is independent from the Board’s opinion on the price of the tender offer, which we assume the Board shall provide in due course. Thus, we would not consider this authorization as an implied favorable opinion regarding the merits of the tender offer or its price.
Please note that this Letter is only a statement of our present intention with respect to the transactions contemplated hereby, and it is not intended to be a binding commitment or agreement or to impose any legal obligations on the parties.
Let us know if you need any additional information on our part.
Sincerely,
Edificio del Noroeste, S.A. de C.V.
__________________________________
Gustavo Rodriguez Aradillas
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