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Minerva Luxembourg S.A. Announces That HSBC Securities (USA) Inc. Has Launched A Tender Offer Relating To Any And All Of The 7.75% Notes Due 2023 Issued By Minerva Luxembourg S.A.

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SÃO PAULO, Nov. 30, 2017 /PRNewswire/ — Minerva Luxembourg S.A., with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 (“Minerva Luxembourg”), which is a wholly-owned subsidiary of Minerva S.A. (“Minerva”), today announced that HSBC Securities (USA) Inc. (the “Offeror”) has commenced an offer to purchase for cash (the “Tender Offer”) any and all of Minerva Luxembourg’s outstanding 7.75% Notes due 2023 (the “Notes”). The Notes are guaranteed by Minerva. 

The terms and conditions of the Tender Offer are described in the Offer to Purchase dated November 30, 2017 (as it may be amended or supplemented, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer Documents”).

Subject to the terms and conditions described in the Offer to Purchase and the Letter of Transmittal, the Tender Offer will expire at 11:59 p.m., New York City time, on December 28, 2017, unless extended by the Offeror (such time and date, as the same may be extended, the “Expiration Date”). Holders of the Notes (the “Holders”) who validly tender their Notes at or prior to 5:00 p.m., New York City time, on December 13, 2017, unless extended by the Offeror (such time and date, as the same may be extended, the “Early Tender Date”), will be eligible to receive the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), plus accrued and unpaid interest.  Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.

The “Total Consideration” for each U.S.$1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,046.50. The Total Consideration includes an early tender payment (the “Early Tender Payment”) equal to U.S.$30.00 for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date. Holders of Notes who tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes tendered, U.S.$1,016.50

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