Nestlé Holdings, Inc. Announces Expiration and Results of Cash Tender Offers for Any and All of its Certain Outstanding Notes

VEVEY, SWITZERLAND, March 18, 2026 (GLOBE NEWSWIRE) -- Nestlé Holdings, Inc. (the “Issuer”), a wholly-owned indirect subsidiary of Nestlé S.A. (the “Guarantor”), today announced the expiration and results, as of 5:00 p.m., New York City time, on March 17, 2026 (the “Expiration Time”), of the previously announced cash tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase any and all of the Issuer’s outstanding notes described in the table below (together, the “Notes”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase (as defined below).

The Tender Offers were announced on March 11, 2026 and were made pursuant to the Offer to Purchase, dated March 11, 2026 (the “Offer to Purchase”), and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). According to information provided by the Tender and Information Agent for the Tender Offers, the following table presents the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of the Expiration Time and the aggregate principal amount of each series of Notes validly tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

(1)        Amounts do not include the principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

The Issuer expects to accept for purchase all applicable Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in a Tender Offer will receive the applicable Consideration for each $1,000 principal amount of such Notes in cash on the Settlement Date (as defined below). In addition to the applicable Consideration, all Holders whose Notes have been accepted for purchase will also receive accrued and unpaid interest on such Notes, if any, up to, but excluding, the Settlement Date. The Issuer also expects to accept all applicable Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. The Issuers will not accept any further tenders. The obligations of the Issuer to accept for purchase any of the Notes tendered and to pay the applicable Consideration for such Notes are subject to satisfaction or waiver of certain conditions and other terms set forth in the Tender Offer Documents.

The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time is expected to be March 19, 2026 (the “Settlement Date”). The settlement date for all Notes validly tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents is expected to be March 23, 2026. The Issuer intends to fund the purchase of its Notes with cash on hand and other available sources of liquidity, which may include distributions from the Issuer’s subsidiaries.

RBC Capital Markets, LLC, Merrill Lynch International and HSBC Securities (USA) Inc. served as the Dealer Managers for the Tender Offers. D.F. King & Co, Inc. served as the Tender and Information Agent for the Tender Offers.

Questions regarding the Tender Offers may be directed to the Dealer Managers as set forth below:

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offers were made only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offers were not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was made by any of the Dealer Managers on behalf of the Issuer. None of the Issuer, the Guarantor, their respective management or board of directors, the Fiscal Agent, the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers.

About Nestlé Holdings, Inc.:

Nestlé Holdings, Inc. was incorporated in the State of Delaware in 1983. It is a wholly-owned indirect subsidiary of Nestlé S.A. Its principal purpose is to act as a holding company for its direct and indirect subsidiaries (which include Nestlé USA, Inc., Nestlé Purina PetCare Company, Nestlé Capital Corporation, Nestlé HealthCare Nutrition, Inc., Nespresso USA, Inc., Nestlé Regional Globe Office NA, Inc., and Gerber Products Company). The direct and indirect subsidiaries of the Issuer engage primarily in the manufacture and sale of food products, pet care products, premium waters, beverage products, as well as nutrition and health science products. These businesses derive revenue across the United States.

About Nestlé S.A.:

Nestlé S.A. is the holding company of the Nestlé Group of companies, including Nestlé Holdings, Inc. (together, the “Nestlé Group”). Following the merger in 1905 between Farine lactée Henri Nestlé (founded in Vevey, Switzerland in 1867) and the Anglo-Swiss Condensed Milk Company (founded in Cham, Switzerland in 1866), it was renamed “Nestlé and Anglo-Swiss Condensed Milk Company,” and in 1977 adopted its present name, Nestlé S.A. It is incorporated under Swiss law as a company limited by shares (société anonyme). For more information, please visit www.nestle.com.

Forward-Looking Statements

This press release contains certain “forward-looking statements.” These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Nestlé Group as of the date hereof. The Nestlé Group’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the acceptance of any tendered Notes, the settlement of the Tender Offers, and the timing of any of the foregoing, as well as other risk factors included or incorporated by reference into the Offer to Purchase. Forward-looking statements in this release include, without limitation, statements regarding the Nestlé Group’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. The Nestlé Group undertakes no obligation to update any forward-looking statements contained herein, and will not publicly release any revisions the Nestlé Group may make to such forward-looking statements that may result from events or circumstances arising after the date hereof.

Neither the Issuer nor the Guarantor is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. However, the Guarantor has published on its website in English and has furnished to holders of the Notes certain financial and other reports described and incorporated by reference into the Offer to Purchase. Such reports contain further information concerning the risks and uncertainties associated with Nestlé’s business. Holders may obtain a copy of these reports from the Tender and Information Agent.

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