Celanese Announces Closing of Senior Unsecured Notes Offering, Satisfying the Funding Conditions of the Cash Tender Offer for Existing 1.125% Senior Notes Due 2023


DALLAS – (COMMERCIAL THREAD) – Celanese Corporation (NYSE: CE), a global chemicals and specialty materials company (“Celanese”), today announced that its subsidiary, Celanese US Holdings LLC (the “Company”), has completed a registered offer (the “Offer”) of € 500 million of 0.625% Senior Bonds maturing in 2028 (the “Bonds”). The Notes are guaranteed on a senior unsecured basis by the Company and certain national subsidiaries of Celanese, similar to the previous issues.

The completion of the Offer satisfies the financing condition linked to the previously announced public tender offer (the “Takeover Offer”) to purchase in cash up to € 300 million of a total principal amount of the Company’s 1.125% Senior Bonds maturing in 2023 (the “Public Offer Bonds”).

The net proceeds from the issuance of the Notes will be used to finance the Public Offer and for the general needs of the company. The Company may temporarily invest funds which are not immediately needed for these purposes in short-term investments, including marketable securities.

“This offer and the call for tenders are additional transactions to spread the maturities of our debts and reduce our interest expense. As we said earlier, the continued strength of our business performance is reflected in a recently improved credit rating and outlook, which allows us to extend our debt maturities at lower borrowing costs, ”said Scott Richardson, Executive Vice President and Chief Financial Officer.

The tender offer is made and is subject to the terms and conditions set out in the tender offer dated August 25, 2021 (the “tender offer”). The Company has retained the services of Lucid Issuer Services Limited to act as tender and information agent for the takeover bid. Questions regarding the takeover bid can be addressed to:

Lucid Issuer Services Limited

Email: [email protected]

Offer website: https://deals.lucid-is.com/celanese/

Phone. : +44 2077040880

Attention: Arlind Bytyqi

The Dealer Managers for the Tender Offer are:

Citigroup World Markets Inc.

388 Greenwich Street, 4th Commercial Floor

New York, New York 10013

Attention: Accountability Management Group

Collect: (212) 723-6106

Toll free: (800) 558-3745

Merrill Lynch International

2 King Edward Street

London, EC1A 1HQ

UK

E-mail: [email protected] London: +44 207 996 5420

Toll-free number in the United States: +1 888 292 0070

Collect: +1 980 388 3646

UniCredit Bank AG

Arabellastrasse 12

Munich, 81925

Germany

E-mail: [email protected] Telephone: +49 171 306 6648

Attention: Responsibility management

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, of any security. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be illegal. The tender offer is only made pursuant to the tender offer.

Distribution of the press release in certain jurisdictions may be restricted by law. Persons in possession of this advertisement are required by the Company, Celanese, the Dealer Managers and the Submission and Information Agent to inform themselves and to comply with these restrictions.

OFFERING AND DISTRIBUTION RESTRICTIONS

Neither this press release nor the Offer to Purchase constitutes an invitation to participate in the tender offer in or from any jurisdiction in or from which, or to any person to or from which, it It is illegal to make any such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this press release and the offer to purchase in certain jurisdictions may be restricted by laws and regulations. Persons in possession of this press release or the offer to purchase are required by the Company, Celanese, the Dealer Managers and the Submission and Information Agent to inform themselves and to comply with these restrictions.

UK

Disclosure of this press release and any other document or material relating to the tender offer is not made, and such documents or materials have not been approved, by any person authorized for the purposes of the Article 21 of the Financial Services and Markets Act 2000. , as amended (the “FSMA”). Accordingly, these documents or materials are not being distributed and should not be passed on to the general public in the United Kingdom. The communication of such documents or material is exempt from the restriction on financial promotions under Article 21 of the FSMA on the grounds that it is addressed and can only be communicated to (i) persons who have professional experience in investment matters, being investment professionals as defined in article 19 of the 2000 law on financial services and markets (financial promotion) of 2005 (the “financial promotion decree”) ; (ii) persons covered by article 43, paragraph 2, of the financial promotion ordinance; or (iii) any other person to whom such documents or materials may be lawfully delivered under the financial promotion order. Any investment or investment activity to which this press release relates is accessible only to such persons or will be undertaken only with such persons and others should not be relied upon.

Italy

Nothing in the tender offer, this press release or any other document or material relating to the tender offer has been or will be subject to the authorization procedures of the Commissione Nazionale per the Società e la Borsa (“CONSOB”) in accordance with Italian laws and regulations. The Tender Offer is made in Italy as an exempt offer in accordance with article 101-bis, paragraph 3-bis of Legislative Decree no.58 of February 24, 1998, as amended (the “Law on Financial Services “) and article 35-bis, paragraph 3 of CONSOB regulation n ° 11971 of May 14, 1999, as amended. Holders or beneficial owners of Notes which are located in Italy may deposit Notes for purchase under the Public Offer through authorized persons (such as investment firms, banks or intermediaries). authorized to carry out such activities in the Republic of Italy in accordance with the Financial Services Law, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, such as amended) and in accordance with applicable laws and regulations or requirements imposed by CONSOB or any other Italian authority.

France

The Public Purchase Offer is not made, directly or indirectly, to the public in the French Republic (“France”). Neither this press release nor any other document or material relating to the Tender Offer has been or will be distributed to the public in France and only to qualified investors (qualified investors) within the meaning of article 2 (e ) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), are eligible to participate in the Tender Offer. This press release has not been and will not be subject to the approval or approval of the Autorité des Marchés Financiers.

General

This press release does not constitute an offer to purchase or the solicitation of an offer to sell Securities (and submissions of Securities in the Public Offer will not be accepted from the Holders) under any circumstance in which a such offer or solicitation is illegal. In jurisdictions where securities laws, blue sky or other laws require that the take-over bid be made by a licensed broker or dealer and any broker or any of the respective affiliates of the managers is such a licensed broker or trader in such jurisdiction, the Tender Offer will be deemed to have been made by such Dealer Manager or Affiliate, as the case may be, on behalf of the Company in that jurisdiction.

In addition to the declarations referred to above with regard to the United States, each Holder participating in the Takeover Bid will also be deemed to make certain declarations with regard to the other jurisdictions referred to above and generally as indicated in ” The Offer – Procedures for Participating in the Offer ”in the Offer to Purchase. Any deposit of Notes for purchase under the takeover bid by a Holder who is unable to make such representations will not be accepted. Each of the Company, each Dealer Manager and the Custodian and Information Agent reserves the right, at its sole discretion, to investigate, in connection with any deposit of Securities for purchase in accordance with the ” Takeover Bid, if such a declaration given by a Holder is correct and, if such an investigation is undertaken and the Company determines (for whatever reason) that this declaration is not correct, this offer will not be accepted.

About Celanese

Celanese Corporation is a global chemistry leader in the production of differentiated chemical solutions and specialty materials used in most major industries and consumer applications. Our operations use the full breadth of Celanese’s global chemical, technological and business expertise to create value for our customers, employees, shareholders and the company. As we partner with our customers to meet their most critical business needs, we strive to positively impact our communities and the world through the Celanese Foundation.

Forward-looking statements: This press release may contain “forward-looking statements”, which include information regarding the use of the net proceeds from the offering, the completion of the tender offer and other information that is not historical information. When used in this version, the words “outlook”, “forecast”, “estimates”, “expects”, “anticipates”, “projects”, “plans”, “intend”, “Believes” and variations of these words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based on current expectations and beliefs and various assumptions. There can be no assurance that the Company will achieve these expectations or that these beliefs will prove to be correct. There are a number of risks and uncertainties that could cause actual results to differ materially from results expressed or implied by the forward-looking statements contained in this press release. Numerous other factors, many of which are beyond the control of the Company, could cause actual results to differ materially from those expressed in forward-looking statements. Other risk factors include those discussed in documents filed by the Company with the Securities and Exchange Commission. Any forward-looking statement is only valid as of the date on which it is made, and the Company does not undertake to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of or unforeseen events or circumstances.


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