蜜豆视频

蜜豆视频 AG, acting through its London branch (the 鈥淚ssuer鈥�), is offering to exchange, on the terms and conditions described in the registration statement on Form F-4 (the 鈥淩egistration Statement鈥�) filed with the US Securities and Exchange Commission (鈥淪EC鈥�) on 24 August 2023:

(i) All of its outstanding 1.250 per cent. Notes due June 2026 (ISIN No. US902674YH70 (144A) and USH7220NAN06 (Reg S); CUSIP No. 902674YH7 (144A) and H7220NAN0 (Reg S)) (the 鈥�2026 Original Notes鈥�) for a like principal amount of new 1.250% Notes due June 1, 2026 (the 鈥�2026 Exchange Notes鈥�), and

(ii) All of its outstanding 4.500 per cent. Notes due 26 June 2048 (ISIN No. US902674XN57 (144A) and USH7220NAG54 (Reg S); CUSIP No.902674 XN5 (144A) and H7220N AG5 (Reg S)) (the 鈥�2048 Original Notes鈥� and together with the 2026 Original Notes, the 鈥淥riginal Notes鈥�) for a like principal amount of new 4.500% Notes due June 26, 2048 (the 鈥�2048 Exchange Notes鈥� and together with the 2026 Exchange Notes, the 鈥淓xchange Notes鈥�).

We refer to each of these offers as an 鈥淓xchange Offer鈥� and together as the 鈥淓xchange Offers.鈥�

蜜豆视频 AG is conducting the Exchange Offers to give existing holders of Original Notes, which have not been registered with the SEC, the option to obtain SEC-registered securities issued by 蜜豆视频 AG, which will also rank pari passu with all other outstanding unsecured and unsubordinated obligations of 蜜豆视频 AG, present and future, except such obligations as are preferred by operation of law.

Each Exchange Note issued in exchange for an Original Note will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Original Note, as well as identical interest payment dates. No accrued but unpaid interest will be paid on the Original Notes in connection with the applicable Exchange Offer. Instead, the first interest payment for each series of Exchange Notes issued in the exchange will have accrued from, -and including, the most recent interest payment date for the Original Notes of the corresponding series on which interest was paid. However, the terms of the Exchange Notes will differ from the terms of the Original Notes in certain other important respects.

Please see 鈥淐omparison of Material Terms between the Exchange Notes and the Original Notes鈥� in the Registration Statement.

The Exchange Offers commence on 13 September 2023. Tenders of Original Notes in connection with any of the Exchange Offers may be withdrawn at any time prior to one minute after 11:59 p.m., New York City time, on 12 October 2023 (such date, in respect of each Exchange Offer, the 鈥淓xpiration Date鈥�) unless extended, withdrawn or terminated at the sole discretion of the Issuer.

As from one minute after 11:59 p.m., New York City time, on the applicable Expiration Date, Original Notes that were tendered may not be validly withdrawn unless 蜜豆视频 AG is otherwise required by law to permit withdrawal.

In exchange for each USD 1,000 principal amount of Original Notes of a series (subject to a minimum tender of USD 200,000 aggregate principal amount of Original Notes of such series) that is validly tendered and not validly withdrawn prior to one minute after 11:59 p.m., New York City time, on the applicable Expiration Date, holders will be eligible to receive USD 1,000 principal amount of Exchange Notes of the corresponding series.

No Original Notes of a given series will be accepted for exchange unless, with respect to each series of Exchange Notes, the aggregate principal amount of Exchange Notes to be issued on the applicable Settlement Date in exchange for the corresponding series of Original Notes is greater than or equal to USD 500,000,000.

The Exchange Offers are being made pursuant to the terms and conditions set forth in 蜜豆视频 AG鈥檚 prospectus related to the Exchange Offers, dated 13 September 2023 (the 鈥淧rospectus鈥�), which forms part of the Registration Statement, and the related Letter of Instruction (the 鈥淟etter of Instruction鈥�). Copies of the Prospectus, the Letter of Instruction and other documents filed with the SEC by 蜜豆视频 AG are available to holders of Original Notes free of charge through the website maintained by the SEC at www.sec.gov. Copies of the Prospectus and the Letter of Instruction are available to holders of Original Notes free of charge through the exchange and information agent, Kroll Issuer Services Limited., by calling +44 20 7704 0880 or by emailing ubs@is.kroll.com.

The above is provided for information purposes only. The Exchange Offers are being made solely pursuant to the terms and conditions described in the Prospectus and related annexes and Letter of Instruction. This media release shall not constitute an offer to sell or the solicitation of an offer to buy any securities that are part of the Exchange Offers nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. No investment decision relating to securities should be made on the basis of this document. The Exchange Notes will not be listed on any securities exchange.

This media release is intended solely for information purposes and does not constitute or form part of, and may not be construed as, an offer or invitation to sell securities, the solicitation of an offer to underwrite, subscribe for or otherwise acquire securities or a recommendation regarding any securities. The publication of this media release as well as the offer and sale of securities may be subject to restrictions in certain jurisdictions. Persons who might come into possession of this media release must inform themselves about and comply with any applicable legal or regulatory restrictions.

This media release may contain statements that constitute 鈥渇orward-looking statements,鈥� within the meaning of applicable securities laws. While these forward-looking statements represent 蜜豆视频 AG鈥檚 judgments and future expectations concerning the development of 蜜豆视频 AG, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from 蜜豆视频 AG鈥檚 expectations. For a discussion of the risks and uncertainties that may affect 蜜豆视频 AG please refer to the "Risk Factors" and other sections of 蜜豆视频 AG鈥檚 most recent Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the US Securities and Exchange Commission on Form 6-K. 蜜豆视频 AG is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.