Rep Uno, S.A. de C.V. Extends Expiration Date and Reinstates Withdrawal Rights in...

Rep Uno, S.A. de C.V. Extends Expiration Date and Reinstates Withdrawal Rights
in Cash Tender Offer for Indebtedness of SANLUIS Co-Inter and SANLUIS

MEXICO CITY, Dec. 7 /PRNewswire/ -- Rep Uno, S.A. de C.V. ("Rep Uno")
announced today that it is extending the expiration date for its cash tender
offer and consent solicitation for any and all 8.00% Guaranteed Notes due 2010
(the "SISA Notes") issued by SANLUIS Co-Inter S.A. ("SISA") and its cash
tender offers for any and all 8.875% Notes due 2008 (the "8.875% Notes) and
any and all Euro Commercial Paper notes (the "ECP Notes," and together with
the SISA Notes and 8.875% Notes, the "Subject Debt") issued by SANLUIS
Corporacion S.A.B. de C.V.
To provide more flexibility to complete the cash offers for all of the
Subject Debt, and, for the SISA Notes, the solicitation of the related
consents (collectively, the "Offers"), Rep Uno is extending the expiration
date to 12:00 midnight, New York City time, on February 7, 2008 (the "Extended
Expiration Date"), from 12:00 midnight, New York City time, on December 7,
2007 (the "Expiration Date").
In addition, Rep Uno announced that it is amending the terms of the Offers
to reinstate withdrawal rights for a limited period to permit withdrawals of
tendered Subject Debt during the period (the "New Withdrawal Rights Exercise
Period") from Monday, December 10, through 12:00 midnight, New York City time
on Friday, December 14, 2007 (the "New Withdrawal Rights Termination Date").
The deadline for holders to receive an early tender payment in exchange
for valid tenders of the SISA Notes is not being extended, and will expire at
the Expiration Date in accordance with the terms of the Offer for the SISA
Notes as set forth in the offer to purchase and consent solicitation statement
dated October 10, 2007, and the related letter of transmittal and other
annexes, as amended and supplemented by the supplemental offer to purchase
dated October 24, 2007 (collectively, the "Offer to Purchase"). Therefore,
holders tendering SISA Notes and providing the related consents after the
Expiration Date and prior to the Extended Expiration Date will be entitled to
receive consideration (the "SISA Note Tender Offer Consideration") for each
U.S.$1,000 original principal amount of SISA Notes of U.S.$1,281.34, or 89.15%
of the accreted principal amount of the SISA Notes tendered, plus an amount
equal to accrued interest thereon from and including March 15, 2007, to but
excluding the applicable Settlement Date (as defined in the Offer to
Purchase). Only holders who tendered SISA Notes and provided the related
consents prior to the Expiration Date and do not withdraw them during the New
Withdrawal Rights Exercise Period will be entitled to receive consideration
(the "SISA Note Total Consideration") for each U.S.$1,000 original principal
amount of SISA Notes of U.S.$1,353.20, or 94.15% of the accreted principal
amount of the SISA Notes tendered (including an early tender payment of 5%),
plus an amount equal to accrued interest thereon from and including March 15,
2007, to but excluding the applicable Settlement Date.
As a result, the Offer to Purchase is hereby, and shall for all purposes
deemed to have been, amended, to include the following language:
"Notwithstanding anything to the contrary set forth herein, holders who
validly tendered their Subject Debt prior to 12:00 midnight, New York City
time, on December 7, 2007 (the "Expiration Date"), will be entitled to
withdraw their tendered Subject Debt and, for holders of SISA Notes, revoke
the related Consents, during the period (the "New Withdrawal Rights Exercise
Period") from Monday, December 10, 2007, through 12:00 midnight, New York City
time on Friday, December 14, 2007 (the "New Withdrawal Rights Termination
Date"). Any Subject Debt validly tendered and not subsequently withdrawn prior
to the New Withdrawal Rights Termination Date may not be withdrawn thereafter
unless (a) for the SANLUIS Debt, Rep Uno terminates the SANLUIS Debt Offer
without accepting any SANLUIS Debt for purchase thereunder, or Rep Uno reduces
the SANLUIS Debt Tender Offer Consideration for the SANLUIS Debt or the
principal amount of the SANLUIS Debt subject to the SANLUIS Debt Offer, or (b)
for the SISA Notes, Rep Uno terminates the SISA Note Offer without accepting
any SISA Notes for purchase thereunder, or Rep Uno reduces the SISA Note
Tender Offer Consideration or the principal amount of the SISA Notes subject
to the SISA Note Offer, or (c) otherwise under the limited circumstances set
forth in the Offer to Purchase."
Procedures for validly withdrawing tendered Subject Debt are set forth in
the Offer to Purchase under the caption "The Tender Offer and the Consent
Solicitation-Withdrawal of Tenders and Revocation of Consents."
Withdrawals of tenders of Subject Debt may not be rescinded, and any
Subject Debt properly withdrawn will thereafter be deemed not validly tendered
for purposes of the Offers. Properly withdrawn Subject Debt may, however, be
re-tendered by following the applicable procedures described in the Offer to
Purchase under the caption "The Tender Offer and the Consent Solicitation-
Procedures for Tendering Subject Debt and Delivering Consents" at any time on
or prior to the Extended Expiration Date. However, holders of SISA Notes
tendered prior to the Expiration Date and validly withdrawn during the New
Withdrawal Rights Exercise Period and then re-tender their SISA Notes
(together with the related consents) will be eligible to receive only the SISA
Note Tender Offer Consideration and not the SISA Note Total Consideration.
Except as stated above, all other terms and conditions of the Offers
remain unchanged. Rep Uno may further extend the period of or otherwise amend
the terms of the Offers and the Offer to Purchase in Rep Uno's sole
discretion.
As of the Expiration Date, holders of SISA Notes holding approximately 95%
of outstanding SISA Notes (or approximately U.S.$45 million original principal
amount), holders of 8.875% Notes holding approximately 62% of outstanding
8.875% Notes (or approximately U.S.$3.8 million original principal amount) and
holders of ECP Notes holding approximately 82% of outstanding ECP Notes (or
approximately U.S.$3.9 million original principal amount) had validly tendered
their Notes pursuant to the Offers and, in the case of SISA Notes, delivered
the related consents, in each case subject to adjustment as tenders are
reconciled with the letters of transmittal submitted by holders.
Rep Uno has retained Morgan Stanley & Co. Incorporated to serve as dealer
manager and solicitation agent for the tender offer and consent solicitation,
Global Bondholder Services Corporation to serve as the information agent and
The Bank of New York to serve as the depositary. Questions regarding the
tender offer and consent solicitation may be directed to Morgan Stanley & Co.
Incorporated at (+1-212) 761-5384 or (800) 624-1808 (U.S. toll free). Requests
for documentation may be directed to the information agent at
(+1-212) 430-3774 for banks and brokers and (866) 873-5600 (U.S. toll free)
for all others. Questions may also be directed to SANLUIS's Investor Relations
department, to the attention of Antonio Olivo, at (+1-52-55) 5229-5844.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The tender offer is being made
solely by the Offer to Purchase. In any jurisdiction where the laws require
tender offers to be made by a licensed broker or dealer, the tender offer will
be deemed to be made on behalf of Rep Uno by the dealer managers, or one or
more registered brokers or dealers under the laws of such jurisdiction.
SOURCE SANLUIS Corporacion S.A.B. de C.V.

Antonio Olivo, Investor Relations of SANLUIS Corporacion S.A.B. de C.V.,
+1-52-55-5229-5844