We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
LyondellBasell Industries NV | NYSE:LYB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.45 | -0.45% | 99.52 | 100.77 | 99.01 | 100.30 | 1,935,706 | 01:00:00 |
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
LyondellBasell Industries N.V.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Ordinary Shares, par value €0.04 per share
(Title of Class of Securities)
N53745100
(CUSIP Number of Ordinary Shares)
Jeffrey A. Kaplan
Executive Vice President and Chief Legal Officer
4
th
Floor, One Vine Street
London, W1J0AH
The United Kingdom
+44 (0) 207 220 2600
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
With a copy to:
George Casey
Harald Halbhuber
Derrick Lott
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-4000
CALCULATION OF FILING FEE
|
||
Transaction Valuation*
|
Amount Of Filing Fee**
|
|
---|---|---|
$3,256,000,000 |
$394,627.20 | |
|
Amount Previously Paid: |
N/A | Filing Party: | N/A | ||||
Form or Registration No.: |
N/A | Date Filed: | N/A |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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:
This Tender Offer Statement on Schedule TO relates to the offer by LyondellBasell Industries N.V., a Dutch public company with limited liability (the " Company "), to purchase up to 37,000,000 of its issued and outstanding ordinary shares, par value €0.04 per share (the " Shares "), 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 per share volume-weighted average price for the Shares on the New York Stock Exchange on the Expiration Date, as defined in the Offer to Purchase (defined below), to the seller in cash, less any applicable withholding taxes and without interest. The Company's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2019 (together with any amendments or supplements thereto, the " Offer to Purchase "), the related Letter of Transmittal (together with any amendments or supplements thereto, the " Letter of Transmittal ") and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the " Offer "). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a) (1)(B), respectively, are incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
The information set forth in the section captioned "Summary Term Sheet" of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address: The name of the subject company is LyondellBasell Industries N.V., a Dutch public company with limited liability. The addresses and telephone numbers of its principal executive offices are: Fourth Floor, One Vine Street, London, WIJ 0AH, United Kingdom (telephone number: 44 (0) 207 220 2600); 1221 McKinney St., Suite 300, Houston, Texas, USA 77010 (telephone number: (713) 309 7200); and Delftseplein 27E, 3013 AA, Rotterdam, The Netherlands (telephone number: 31 (0)10 275 5500). The information set forth in Section 10 ("Certain Information Concerning Us") of the Offer to Purchase is incorporated herein by reference.
(b) Securities: The information set forth in the section of the Offer to Purchase captioned "Introduction" and in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference.
(c) Trading Market and Price: The information set forth in the section of the Offer to Purchase captioned "Introduction" and Section 8 ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address: The name of the filing person is LyondellBasell Industries N.V., a Dutch public company with limited liability. The addresses and telephone numbers of its principal executive offices are: Fourth Floor, One Vine Street, London, WIJ 0AH, United Kingdom (telephone number: 44 (0) 207 220 2600); 1221 McKinney St., Suite 300, Houston, Texas, USA 77010 (telephone number: (713) 309 7200); and Delftseplein 27E, 3013 AA, Rotterdam, The Netherlands (telephone number: 31 (0)10 275 5500). The information set forth in Section 10 ("Certain Information Concerning Us") and Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase and in Schedule I to the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms: The information set forth in the sections of the Offer to Purchase captioned "Introduction" and "Summary Term Sheet," and in Section 1 ("Number of Shares; Price; Proration"), Section 2 ("Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals"), Section 3 ("Procedures for Tendering Shares"), Section 4 ("Withdrawal Rights"), Section 5 ("Purchase of Shares and Payment of Purchase Price"), Section 6 ("Conditional Tender of Shares"), Section 7 ("Conditions of the Offer"), Section 9 ("Source and Amount of Funds"), Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares"), Section 13 ("Certain Tax Considerations"), Section 14 ("Extension of the Offer; Termination; Amendment") and Section 16 ("Miscellaneous") of the Offer to Purchase is incorporated herein by reference.
(b) Purchases: The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Agreements Involving the Subject Company's Securities: The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) Purposes: The information set forth in the section of the Offer to Purchase captioned "Summary Term Sheet" and in Section 2 ("Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals") of the Offer to Purchase is incorporated herein by reference.
(b) Use of the Securities Acquired: The information set forth in Section 2 ("Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals") of the Offer to Purchase is incorporated herein by reference.
(c) Plans: The information set forth in Section 2 ("Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals") of the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds: The information set forth in the section of the Offer to Purchase captioned "Summary Term Sheet" and in Section 9 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference.
(b) Conditions: The information set forth in the section of the Offer to Purchase captioned "Summary Term Sheet" and in Section 9 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference.
(c) Borrowed Funds: The information set forth in the section of the Offer to Purchase captioned "Summary Term Sheet" and in Section 9 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership: The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference.
(b) Securities Transactions: The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations or Recommendations: The information set forth in Section 15 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference.
(a) and (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a) Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 2 ("Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals"), Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") and Section 12 ("Certain Legal Matters; Regulatory Approvals") of the Offer to Purchase is incorporated herein by reference.
(b) Other Material Information: The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
LYONDELLBASELL INDUSTRIES N.V. | ||||||
Dated: June 10, 2019 |
|
By: |
|
/s/ JEFFREY A. KAPLAN |
||
Name: | Jeffrey A. Kaplan | |||||
Title: | Executive Vice President |
1 Year LyondellBasell Industrie... Chart |
1 Month LyondellBasell Industrie... Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions