Business News: LyondellBasell Announces Commencement of Modified Dutch Auction Tender Offer to Purchase Up to 37,000,000 of Its Shares

HOUSTON and LONDON (STL.News) – LyondellBasell (NYSE: LYB) (“LyondellBasell” or the “Company”), one of the largest plastics, chemicals and refining companies in the world, today announced that it commenced a “modified Dutch Auction” tender offer to purchase up to 37,000,000 of its issued and outstanding ordinary shares, par value €0.04 per share (each, a “Share,” and collectively, “Shares”), or such lesser number of Shares as are properly tendered and not properly withdrawn, at a price that is the lesser of (i) a price not greater than $88.00 nor less than $77.00 per Share, and (ii) a price that equals 110% of the Daily VWAP on the expiration date of the tender offer (the “Final Price Cap”), to the seller in cash, less any applicable withholding taxes and without interest.  If the Final Price Cap is determined to be less than $77.00 per Share, which is the low end of the price range in the tender offer, the Company will not purchase any Shares tendered, unless it decides, in its sole discretion, to amend or extend the offer in accordance with applicable law.  The tender offer is made in accordance with the terms and subject to the conditions described in the offer to purchase, the related letter of transmittal and other related materials, as each may be amended or supplemented from time to time.  The “Daily VWAP” is the daily per share volume-weighted average price for Shares on the New York Stock Exchange, as defined in more detail in the offer to purchase.

The closing price of the Shares on the New York Stock Exchange on June 7, 2019, the last full trading day before the commencement of the tender offer, was $79.22 per Share.  The tender offer is scheduled to expire at one (1) minute after 11:59 P.M., New York City time, on July 8, 2019, unless the offer is extended or terminated.  The Company will determine the final Daily VWAP promptly after the close of trading on the New York Stock Exchange on July 8, 2019, unless the offer is extended or terminated, and will announce the final Daily VWAP, and the corresponding Final Price Cap, no later than 4:30 p.m., New York City time, on such date.  Throughout the offer, the Daily VWAP will be available at and from Georgeson LLC, the information agent for the tender offer, which may be contacted at the address and telephone number set forth on the back cover page of the offer to purchase.

The Company believes that the repurchase of Shares pursuant to the tender offer is consistent with its long-term goal of allocating capital to maximize value for its shareholders and other stakeholders.  The offer also provides a mechanism for completing the Company’s authorized share repurchase program more rapidly than would be possible through open market repurchases.  The Company believes that the modified Dutch auction tender offer provides its shareholders with the opportunity to tender all or a portion of their Shares, and thereby receive a return of some or all of their investment in the Company, if they so elect.

The tender offer is not contingent upon any minimum number of Shares being tendered.  However, the tender offer is subject to a number of other terms and conditions, which are described in detail in the offer to purchase.  Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to shareholders of record promptly after commencement of the tender offer.

None of the Company, the members of its Board of Directors, the dealer managers, the information agent or the depositary makes any recommendation as to whether any shareholder should participate or refrain from participating in the tender offer or as to the purchase price or purchase prices at which shareholders may choose to tender their Shares in the tender offer.

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