Mexico City (Mexico) and Zwolle (The Netherlands), 8 May 2012 - Reference is made to the joint press release of Mexichem, S.A.B. de C.V. (Mexichem) and Wavin N.V. (Wavin) of 9 March 2012, in respect of the all cash public offer by Mexichem Soluciones Integrales Holding, S.A. de C.V. (the Offeror) for all the issued and outstanding ordinary shares with a nominal value of EUR 0.40 each in the capital of Wavin (the Shares) at an offer price of EUR 10.50 cum dividend for each Share (the Offer).

Highlights
Offeror declares the Offer unconditional

65.00% of the Shares accepted, together with Shares held by the Offeror and Treasury Shares representing 87.42% of the issued share capital

Settlement of the Offer will take place on 11 May 2012

Remaining Shares can be tendered in a Post Acceptance Period starting 9 May and ending 23 May 2012

Offer declared unconditional

The Offeror is pleased to announce that it declares the Offer unconditional (bod gestand doet).

Acceptances
During the offer period, which ended at 17:30 hours CET on 7 May 2012, 32,874,501 Shares have been tendered for acceptance under the Offer, representing approximately 64.74% of the issued Wavin shares, approximately 65.00% of the issued and outstanding Wavin Shares and a value of EUR 345,182,260.50.

The 11,314,417 Shares held by the Offeror on 7 May 2012, together with the tendered Shares represent a total of 44,188,918 Shares (excluding the 203,123 Treasury Shares held by Wavin), representing approximately 87.02% of the total issued share capital of Wavin and approximately 87.37% of the total issued and outstanding share capital of Wavin. In the aggregate, the number of Shares tendered under the Offer, the number of Shares held by the Offeror and the Treasury Shares represent approximately 87.42% of the total issued share capital of Wavin, therefore exceeding the acceptance threshold of 80% that was included in the Offer Conditions.

Settlement
With reference to the Offer Memorandum, holders of Shares (the Shareholders) who tendered their Shares under the Offer shall receive an amount in cash of EUR 10.50 cum dividend (the Offer Price) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer.

Payment of the Offer Price per Share shall occur on 11 May 2012 (the Settlement Date).

Post Acceptance Period
The Offeror grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET on 9 May 2012 and expiring at 17:30 hours CET on 23 May 2012 (the Post Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum all in accordance with section 17 of the Decree on Public Takeover Bids.

Shares tendered during the Post Acceptance Period will immediately be accepted. Shareholders who tender their Shares during the Post Acceptance Period shall not have the right to withdraw such tendered Shares. The Offeror shall arrange for a payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) in the Post Acceptance Period as soon as possible and shall use reasonable endeavours to arrange that, in respect of Shares that are so tendered and delivered to Rabobank International, as Settlement Agent in respect of the Offer, before 17:30 hours CET on any day that NYSE Euronext Amsterdam is open for trading (a Trading Day) during the Post Acceptance Period, the payment of EUR 10.50 cum dividend per Share shall be made on the third Trading Day after the date on which the relevant tender and delivery were made.



Further consequences of the Offer



The remaining Shareholders who do not wish to tender their Shares in the Post Acceptance Period should carefully review Section 6.8 of the Offer Memorandum, which describes certain risks that will exist in connection with their continued shareholding in Wavin.



The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly and thus adversely affect the liquidity and market value of the Shares not tendered.



As soon as legally possible and practicable, the Offeror intends to terminate the listing of the Shares on NYSE Euronext Amsterdam. This may further adversely affect the liquidity and market value of any listed Shares not tendered.



Depending on the number of Shares obtained by the Offeror under the Offer (including during the Post Acceptance Period), the Offeror intends to initiate a squeeze-out procedure in order to acquire all Shares held by the minority shareholders (subject to the Offeror obtaining at least 95% of the Shares), or to take other steps to terminate the listing and/or acquire Shares that were not tendered under the Offer, including effecting a legal merger and/or entering into an asset sale transaction or any other legal measure as set out in the Offer Memorandum.



Offer Memorandum, Position Statement and further information



This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Terms not defined herein shall have the meaning as set out in the Offer Memorandum. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Digital copies of this Offer Memorandum and any documents incorporated by reference herein are available on the website of Wavin (www.wavin.com), Mexichem (www.mexichem.com) and the Offeror (www.mexichem.com/English/SolucionesIntegrales /si.html). Copies of the Offer Memorandum are also available free of charge at the offices of Mexichem, the Offeror, the Settlement Agent and Wavin at the addresses mentioned below. The Mexichem, Offeror and Wavin websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.

Copies of the Position Statement, the Wavin Articles of Association, the amendments to the Wavin Articles of Association (before delisting and after delisting of the Wavin) and the annual consolidated financial statements of Wavin for the Financial Year 2010 and the Financial Year 2009 including notes and auditor's report are available free of charge at the offices of Wavin and can be obtained by contacting Wavin at the address mentioned below and also on the website of Wavin (www.wavin.com). The annual consolidated financial statements of Wavin for the Financial Year 2011 are included in the Offer Memorandum and the annual report for the Financial Year 2011 is available on the website of Wavin (www.wavin.com).

Advisors
Barclays is acting as lead financial advisor and Citigroup Global Markets as joint financial advisor to Mexichem; Bank of America Merrill Lynch is acting as financial advisor to Wavin.

Allen & Overy is acting as legal counsel to Mexichem; Stibbe is acting as legal counsel to Wavin.