Hypermarcas Commences Tender Offer To Purchase Up To U.S.$300 Million Of Outstanding U.S.$750 Million 6.500% Senior Notes Due

   Hypermarcas Commences Tender Offer To Purchase Up To U.S.$300 Million Of
          Outstanding U.S.$750 Million 6.500% Senior Notes Due 2021

PR Newswire

SAO PAULO, Oct. 28, 2013

SAO PAULO, Oct. 28, 2013 /PRNewswire/ --Hypermarcas S.A. ("Hypermarcas")
today announced the commencement of a cash tender offer (the "Tender Offer")
to purchase up to an aggregate amount of U.S.$300 million (such amount, as the
same may be increased in the sole discretion of Hypermarcas, the "Maximum
Tender Amount") of its U.S.$750 million 6.500% Senior Notes due 2021 (the
"Notes"). The terms and conditions of the Tender Offer are described in
Hypermarcas' Offer to Purchase (the "Offer to Purchase") and the related
Letter of Transmittal, each dated today.

Subject to the Maximum Tender Amount and the other terms and conditions
described in the Offer to Purchase and the Letter of Transmittal, the Tender
Offer will expire, unless earlier terminated by Hypermarcas in its sole
discretion, at Midnight, New York City time, on November 25, 2013, unless
extended by Hypermarcas (such time and date, as the same may be extended, the
"Expiration Date"). Holders of the Notes who validly tender their Notes at or
prior to 5:00 p.m., New York City time, on November 8, 2013, unless extended
by Hypermarcas (such time and date, as the same may be extended, the "Early
Tender Date") and do not validly withdraw such Notes, will be eligible to
receive the Total Consideration (as defined below), which includes the Early
Participation Payment (as defined below). In addition to the consideration,
accrued and unpaid interest on the purchased Notes will be paid from the last
interest payment date to, but not including, the settlement date for such
purchased Notes. The settlement dates for the Tender Offer will follow three
business days after the Early Tender Date and Expiration Date, respectively.

The "Total Consideration" for each U.S.$1,000 principal amount of the Notes
validly tendered at or prior to the Early Tender Date and accepted for
purchase pursuant to the Tender Offer will be U.S.$1,067.50. The Total
Consideration includes an early participation payment equal to U.S.$30 for
each U.S.$1,000 principal amount of the Notes validly tendered at or prior to
the Early Tender Date and accepted for purchase pursuant to the Tender Offer
(the "Early Participation Payment"). Holders of the Notes who tender Notes
after the Early Tender Date but at or prior to the Expiration Date and whose
Notes are accepted for purchase will not be entitled to receive the Early
Participation Payment and will therefore be entitled to receive, for each
U.S.$1,000 principal amount of Notes tendered, U.S.$ 1,037.50 (the "Tender
Offer Consideration").

If the aggregate principal amount of Notes tendered exceeds the Maximum Tender
Amount, the acceptance of any tendered Notes will be subject to proration, as
described in the Offer to Purchase.

Tendered Notes may be withdrawn from the Tender Offer at or prior to 5:00
p.m., New York City time, on November 8, 2013 (such date and time, as it may
be extended, the "Withdrawal Deadline"). Holders of Notes who validly tender
their Notes after the Withdrawal Deadline but before the Expiration Date may
not withdraw their Notes except in the limited circumstances described in the
Offer to Purchase.

The Dealer Managers for the Tender Offer are Bradesco BBI, Citigroup and
Morgan Stanley. Questions regarding the Tender Offers may be directed to
Bradesco BBIat (212) 888-9145 (collect); Citigroup at (800) 558-3745
(toll-free) or (212) 723-6106 (collect); or Morgan Stanley at (800) 624-1808
(toll free) or (212) 761-1057 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal are being mailed
to holders of the Notes. Additional copies of the Offer to Purchase or the
Letter of Transmittal may be obtained from the Information and Tender Agent,
Global Bondholder Services Corporation at (866) 924-2200 (toll-free) or (212)
430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY
10006.

The Tender Offer is subject to the satisfaction of certain conditions set
forth in the Offer to Purchase and the related Letter of Transmittal. If any
of the conditions are not satisfied, Hypermarcas will not be obligated to
accept for payment, purchase or pay for, and may delay the acceptance for
payment of, any tendered Notes, in each event subject to applicable laws and
may terminate the Tender Offer. The Tender Offer is not conditioned on the
tender of a minimum principal amount of Notes.

About Hypermarcas

Hypermarcas is one of the largest consumer goods companies and the leading
healthcare consumer company funded with Brazilian capital, with one of the
largest and most diversified portfolio of consumer brands in Brazil, including
a number of leading brands in the pharmaceutical, beauty and personal care
segments. Its major brands have established high levels of consumer awareness
and strong national retail distribution across all major channels, including
pharmacies and supermarkets.

Certain Information Regarding the Tender Offer

The information in this press release describing Hypermarcas' Tender Offer is
for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell Notes in the Tender Offer. The Tender Offer
is being made only pursuant to the Offer to Purchase and the related materials
that Hypermarcas will distribute to holders of the Notes. The Tender Offer is
not being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. Holders of the Notes should read the Offer
to Purchase and the related materials carefully because they contain important
information, including the various terms and conditions of the Tender Offer.
None of Hypermarcas, the Dealer Managers or the Information and Tender Agent
make any recommendation as to whether holders should tender or refrain from
tendering their Notes. Holders must make their own decision as to whether to
tender notes and, if so, the principal amount of the Notes to tender.

SOURCE Hypermarcas S.A.

Contact: Leandro Gomes, Media and Investor Relations Manager, Phone: +55 11
3627-4242, Fax:+55 11 3627-4371, E-mail: ir@hypermarcas.com.br
 
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